Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
2
Phone No +91 22 49186000 Fax No +91 22 49186060 Email id mumbailinkintimecoin
Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom
Issue Programme Issue Opening Date Issue Closing Date 10 January 2019 10 January 2019 The Debenture Trust Deed (ldquoDeedrdquo) constitutes the entire agreement and supersedes any previous agreements between the parties relating to the subject matter of the Deed In case of any conflict between the provisions of the Deed and this Private Placement Offer cum Application Letter the Deed shall prevail
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
3
DEFINITIONS AND ABBREVIATIONS
Term Definition
Account Bank Barclays Bank PLC
APSEZ SharesAdani Port Shares
fully paid up equity shares of a nominal value of INR 2 each issued by Adani Ports
ATL SharesAdani Transmission Shares
fully paid up equity shares of a nominal value of INR 10 each issued by Adani Transmission
APPL Adani Properties Private Limited Application Form The form in terms of which the investors shall apply for the Debentures of
the Issuer and appended herewith as Annexure B APSEZLAdani Ports Adani Ports and Special Economic Zone Limited ATL Adani Transmission Limited
Articles Articles of Association of the Issuer
BoardBoard of Directors
Board of Directors of the Issuer or a Committee thereof
BSE BSE Limited
Business Day A day (other than a Saturday or a Sunday or public holidays) on which banks are open for general business in Mumbai and Ahmedabad
Cash Top Up Account
The INR denominated bank account in the name of the Company established and maintained with the Account Bank
CDSL Central Depository Services (India) Limited
Company Issuer Adani Infra (India) Limited Companies Act The Companies Act 1956 (as amended) and to the extent notified the
Companies Act 2013 and the rules framed thereunder Debenture holder(s) The holder(s) of the Debenture(s) in dematerialized form
Debentures Rated listed redeemable and non-convertible debentures of a face value of Rs 1000000 (Rupees Ten Lakhs) each aggregating to not more than Rs 490 crores The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013
Debenture Trustee Catalyst Trusteeship Limited
Debenture Trustee Agreement
The debenture trust agreement executed between the Issuer and the Debenture Trustee on or about the date of this Private Placement Offer cum Application Letter setting out the terms of appointment of the Debenture Trustee
Debenture Trust Deed
The debenture trust deed dated 07 January 2019 executed between the Issuer and the Debenture Trustee in relation to the issue
Deed of Hypothecation
The deed of hypothecation entered into between the Issuer and the Debenture Trustee in relation to the issue
Deemed Date of Allotment
11 January 2019
Depositories NSDL and CDSL
ECGC Export Credit Guarantee Corporation of India
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
4
Eligible Investors (a) Companies body corporate and societies authorized to invest in debentures
(b) Insurance companies and trusts authorized to invest in debentures (c) Commercial banks financial institutions co-operative banks and
regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance
companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these Debentures
FPIs Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 (as amended from time to time)
Private Placement Offer cum Application Letter
This Private Placement Offer cum Application Letter dated 08 January 2019 for private placement of the Debentures
Issue Rated listed redeemable non-convertible debentures aggregating up to Rs 490 crores
NSDL National Securities Depository Limited
Pledgor SBAFT SB Adani Family Trust
Adani Tradeline LLP A limited liability partnership formed pursuant to the agreement dated April 3 2017 and registered under laws of India and having its registered office at 801 Shikhar Complex Shrimali Society Navrangpura Ahmedabad 380009
Promoter Promoter Group
Promoter Group means all entities andor individuals recognized and listed as ldquoPromoterrdquo andor ldquoPromoter Grouprdquo of APSEZ and ATL on the NSE as on the Pay In Date or any other entity or company controlled directly or indirectly either by SBAFT APPL Adani Tradeline LLP Shri Gautam S Adani Shri Vinod S Adani or Shri Rajesh S Adani
Rating Agency Brickwork Ratings India Pvt Ltd
RBI Reserve Bank of India
Record Date 5 days prior to the date of redemption of the Debentures
Registrar and Transfer Agent
Link Intime India Private Limited
ROC Registrar of Companies Gujarat
RsRupeesINR Lawful currency of the Republic of India
SEBI Securities and Exchange Board of India
SEBI Debt Regulations
The SEBI (Issue and Listing of Debt Securities) Regulations 2008 (as amended from time to time)
Share Pledge Agreement
Share pledge agreement dated 07 January 2019 entered into between the Pledgor and the Debenture Trustee
Trading Day Each day on which the BSE is open for trading
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
5
DISCLAIMERS GENERAL DISCLAIMER This Private Placement Offer cum Application Letter is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures to be listed on BSE Limited is being made strictly on a private placement basis This Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act This Private Placement Offer cum Application Letter has been prepared in conformity with the SEBI Debt Regulations and the Companies Act Therefore as per the applicable provisions a copy of this Private Placement Offer cum Application Letter has not been filed or submitted to the SEBI for its review andor approval It is the responsibility of potential Eligible Investors to also ensure that they will sell the Debentures in strict accordance with this Private Placement Offer cum Application Letter and other applicable laws so that the sale does not constitute an offer to the public within the meaning of the Companies Act This Private Placement Offer cum Application Letter has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures This Private Placement Offer cum Application Letter does not purport to contain all the information that any potential Eligible Investor may require Neither this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter 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 investors particular circumstances The Issuer having made all reasonable enquiries accepts responsibility for and confirms that the information contained in this Private Placement Offer cum Application Letter is true and correct in all material aspects and is not misleading in any material respect that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect This Private Placement Offer cum Application Letter and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures All investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue The contents of this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter being issued have been sent Any application by a person to whom the Private Placement Offer cum Application Letter has not been sent by the issuer shall be rejected without assigning any reason The person who is in receipt of this Private Placement Offer cum Application Letter shall
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
6
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 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause ldquoeligible investorsrdquo of this Private Placement Offer cum Application Letter who shall be specifically approached by the Issuer This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed Any disputes arising out of this issue will be subject to the jurisdiction of the courts of Delhi This issue is made in India to persons resident in India and foreign institutional investors This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction DISCLAIMER OF THE ISSUER The Issuer confirms that as of the date hereof this Private Placement Offer cum Application Letter (including the documents incorporated by reference if any) contains all information that is material in the context of the Issue 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 are not misleading No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Private Placement Offer cum Application Letter 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 Persons into whose possession this Private Placement Offer cum Application Letter 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 The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Private Placement Offer cum Application Letter for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever The Issuer accepts no responsibility for statements made otherwise than in this Private Placement Offer cum Application Letter 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 hishertheir own risk The Issuer does not undertake to update the Private Placement Offer cum Application Letter to reflect subsequent events after the date of the Private Placement Offer cum Application Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer Neither the delivery of this Private Placement Offer cum Application Letter nor any Issue 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 DISCLAIMER OF THE SECURITIES AND EXCHNAGE BOARD OF INDIA This Private Placement Offer cum Application Letter has not been filed with Securities and Exchange Board of India (ldquoSEBIrdquo) The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Private Placement Offer cum Application Letter It is to be distinctly understood that
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
7
filing of this Private Placement Offer cum Application Letter should not in any way be deemed or construed that the same has been cleared or vetted by SEBI SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer cum Application Letter The issue of Debentures being made on private placement basis filing of this document is not required with SEBI however SEBI reserves right to take up at any point of time with the Company any irregularities or lapses in this document DISCLAIMER OF THE STOCK EXCHANGE As required a copy of this Private Placement Offer cum Application Letter has been submitted to the BSE for hosting the same on its website It is to be distinctly understood that filing of this Private Placement Offer cum Application Letter with the BSE should not in any way be deemed or construed that the same has been cleared or approved by the BSE The BSE does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this offer document DISCLAIMER OF THE RATING AGENCY The ratings of the Rating Agency should not be treated as a recommendation to buy sell or hold the Debentures The Rating Agencyrsquos ratings are subject to a process of surveillance which may lead to a revision in ratings Please visit the Rating Agencyrsquos website (wwwbrickworkratingscom) or contact the Rating Agencyrsquos office for the latest information on the Rating Agencyrsquos ratings All information contained herein has been obtained by the Rating Agency 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 lsquoas isrsquo without any warranty of any kind and the Rating Agency 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 Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer cum Application Letter and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee its agents or advisors
II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein Accordingly no representation warranty or undertaking express or implied is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer Accordingly the Debenture Trustee shall have no liability in relation to the information contained in this Private Placement Offer cum Application Letter or any other information provided by the Issuer in connection with the issue
III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures Cautionary Note The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures Investors should carefully read and note the contents of the Private Placement Offer cum Application Letter Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer Prospective investor should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investors
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
3
DEFINITIONS AND ABBREVIATIONS
Term Definition
Account Bank Barclays Bank PLC
APSEZ SharesAdani Port Shares
fully paid up equity shares of a nominal value of INR 2 each issued by Adani Ports
ATL SharesAdani Transmission Shares
fully paid up equity shares of a nominal value of INR 10 each issued by Adani Transmission
APPL Adani Properties Private Limited Application Form The form in terms of which the investors shall apply for the Debentures of
the Issuer and appended herewith as Annexure B APSEZLAdani Ports Adani Ports and Special Economic Zone Limited ATL Adani Transmission Limited
Articles Articles of Association of the Issuer
BoardBoard of Directors
Board of Directors of the Issuer or a Committee thereof
BSE BSE Limited
Business Day A day (other than a Saturday or a Sunday or public holidays) on which banks are open for general business in Mumbai and Ahmedabad
Cash Top Up Account
The INR denominated bank account in the name of the Company established and maintained with the Account Bank
CDSL Central Depository Services (India) Limited
Company Issuer Adani Infra (India) Limited Companies Act The Companies Act 1956 (as amended) and to the extent notified the
Companies Act 2013 and the rules framed thereunder Debenture holder(s) The holder(s) of the Debenture(s) in dematerialized form
Debentures Rated listed redeemable and non-convertible debentures of a face value of Rs 1000000 (Rupees Ten Lakhs) each aggregating to not more than Rs 490 crores The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013
Debenture Trustee Catalyst Trusteeship Limited
Debenture Trustee Agreement
The debenture trust agreement executed between the Issuer and the Debenture Trustee on or about the date of this Private Placement Offer cum Application Letter setting out the terms of appointment of the Debenture Trustee
Debenture Trust Deed
The debenture trust deed dated 07 January 2019 executed between the Issuer and the Debenture Trustee in relation to the issue
Deed of Hypothecation
The deed of hypothecation entered into between the Issuer and the Debenture Trustee in relation to the issue
Deemed Date of Allotment
11 January 2019
Depositories NSDL and CDSL
ECGC Export Credit Guarantee Corporation of India
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
4
Eligible Investors (a) Companies body corporate and societies authorized to invest in debentures
(b) Insurance companies and trusts authorized to invest in debentures (c) Commercial banks financial institutions co-operative banks and
regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance
companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these Debentures
FPIs Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 (as amended from time to time)
Private Placement Offer cum Application Letter
This Private Placement Offer cum Application Letter dated 08 January 2019 for private placement of the Debentures
Issue Rated listed redeemable non-convertible debentures aggregating up to Rs 490 crores
NSDL National Securities Depository Limited
Pledgor SBAFT SB Adani Family Trust
Adani Tradeline LLP A limited liability partnership formed pursuant to the agreement dated April 3 2017 and registered under laws of India and having its registered office at 801 Shikhar Complex Shrimali Society Navrangpura Ahmedabad 380009
Promoter Promoter Group
Promoter Group means all entities andor individuals recognized and listed as ldquoPromoterrdquo andor ldquoPromoter Grouprdquo of APSEZ and ATL on the NSE as on the Pay In Date or any other entity or company controlled directly or indirectly either by SBAFT APPL Adani Tradeline LLP Shri Gautam S Adani Shri Vinod S Adani or Shri Rajesh S Adani
Rating Agency Brickwork Ratings India Pvt Ltd
RBI Reserve Bank of India
Record Date 5 days prior to the date of redemption of the Debentures
Registrar and Transfer Agent
Link Intime India Private Limited
ROC Registrar of Companies Gujarat
RsRupeesINR Lawful currency of the Republic of India
SEBI Securities and Exchange Board of India
SEBI Debt Regulations
The SEBI (Issue and Listing of Debt Securities) Regulations 2008 (as amended from time to time)
Share Pledge Agreement
Share pledge agreement dated 07 January 2019 entered into between the Pledgor and the Debenture Trustee
Trading Day Each day on which the BSE is open for trading
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
5
DISCLAIMERS GENERAL DISCLAIMER This Private Placement Offer cum Application Letter is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures to be listed on BSE Limited is being made strictly on a private placement basis This Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act This Private Placement Offer cum Application Letter has been prepared in conformity with the SEBI Debt Regulations and the Companies Act Therefore as per the applicable provisions a copy of this Private Placement Offer cum Application Letter has not been filed or submitted to the SEBI for its review andor approval It is the responsibility of potential Eligible Investors to also ensure that they will sell the Debentures in strict accordance with this Private Placement Offer cum Application Letter and other applicable laws so that the sale does not constitute an offer to the public within the meaning of the Companies Act This Private Placement Offer cum Application Letter has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures This Private Placement Offer cum Application Letter does not purport to contain all the information that any potential Eligible Investor may require Neither this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter 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 investors particular circumstances The Issuer having made all reasonable enquiries accepts responsibility for and confirms that the information contained in this Private Placement Offer cum Application Letter is true and correct in all material aspects and is not misleading in any material respect that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect This Private Placement Offer cum Application Letter and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures All investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue The contents of this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter being issued have been sent Any application by a person to whom the Private Placement Offer cum Application Letter has not been sent by the issuer shall be rejected without assigning any reason The person who is in receipt of this Private Placement Offer cum Application Letter shall
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
6
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 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause ldquoeligible investorsrdquo of this Private Placement Offer cum Application Letter who shall be specifically approached by the Issuer This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed Any disputes arising out of this issue will be subject to the jurisdiction of the courts of Delhi This issue is made in India to persons resident in India and foreign institutional investors This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction DISCLAIMER OF THE ISSUER The Issuer confirms that as of the date hereof this Private Placement Offer cum Application Letter (including the documents incorporated by reference if any) contains all information that is material in the context of the Issue 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 are not misleading No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Private Placement Offer cum Application Letter 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 Persons into whose possession this Private Placement Offer cum Application Letter 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 The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Private Placement Offer cum Application Letter for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever The Issuer accepts no responsibility for statements made otherwise than in this Private Placement Offer cum Application Letter 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 hishertheir own risk The Issuer does not undertake to update the Private Placement Offer cum Application Letter to reflect subsequent events after the date of the Private Placement Offer cum Application Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer Neither the delivery of this Private Placement Offer cum Application Letter nor any Issue 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 DISCLAIMER OF THE SECURITIES AND EXCHNAGE BOARD OF INDIA This Private Placement Offer cum Application Letter has not been filed with Securities and Exchange Board of India (ldquoSEBIrdquo) The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Private Placement Offer cum Application Letter It is to be distinctly understood that
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
7
filing of this Private Placement Offer cum Application Letter should not in any way be deemed or construed that the same has been cleared or vetted by SEBI SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer cum Application Letter The issue of Debentures being made on private placement basis filing of this document is not required with SEBI however SEBI reserves right to take up at any point of time with the Company any irregularities or lapses in this document DISCLAIMER OF THE STOCK EXCHANGE As required a copy of this Private Placement Offer cum Application Letter has been submitted to the BSE for hosting the same on its website It is to be distinctly understood that filing of this Private Placement Offer cum Application Letter with the BSE should not in any way be deemed or construed that the same has been cleared or approved by the BSE The BSE does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this offer document DISCLAIMER OF THE RATING AGENCY The ratings of the Rating Agency should not be treated as a recommendation to buy sell or hold the Debentures The Rating Agencyrsquos ratings are subject to a process of surveillance which may lead to a revision in ratings Please visit the Rating Agencyrsquos website (wwwbrickworkratingscom) or contact the Rating Agencyrsquos office for the latest information on the Rating Agencyrsquos ratings All information contained herein has been obtained by the Rating Agency 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 lsquoas isrsquo without any warranty of any kind and the Rating Agency 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 Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer cum Application Letter and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee its agents or advisors
II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein Accordingly no representation warranty or undertaking express or implied is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer Accordingly the Debenture Trustee shall have no liability in relation to the information contained in this Private Placement Offer cum Application Letter or any other information provided by the Issuer in connection with the issue
III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures Cautionary Note The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures Investors should carefully read and note the contents of the Private Placement Offer cum Application Letter Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer Prospective investor should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investors
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
4
Eligible Investors (a) Companies body corporate and societies authorized to invest in debentures
(b) Insurance companies and trusts authorized to invest in debentures (c) Commercial banks financial institutions co-operative banks and
regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance
companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these Debentures
FPIs Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 (as amended from time to time)
Private Placement Offer cum Application Letter
This Private Placement Offer cum Application Letter dated 08 January 2019 for private placement of the Debentures
Issue Rated listed redeemable non-convertible debentures aggregating up to Rs 490 crores
NSDL National Securities Depository Limited
Pledgor SBAFT SB Adani Family Trust
Adani Tradeline LLP A limited liability partnership formed pursuant to the agreement dated April 3 2017 and registered under laws of India and having its registered office at 801 Shikhar Complex Shrimali Society Navrangpura Ahmedabad 380009
Promoter Promoter Group
Promoter Group means all entities andor individuals recognized and listed as ldquoPromoterrdquo andor ldquoPromoter Grouprdquo of APSEZ and ATL on the NSE as on the Pay In Date or any other entity or company controlled directly or indirectly either by SBAFT APPL Adani Tradeline LLP Shri Gautam S Adani Shri Vinod S Adani or Shri Rajesh S Adani
Rating Agency Brickwork Ratings India Pvt Ltd
RBI Reserve Bank of India
Record Date 5 days prior to the date of redemption of the Debentures
Registrar and Transfer Agent
Link Intime India Private Limited
ROC Registrar of Companies Gujarat
RsRupeesINR Lawful currency of the Republic of India
SEBI Securities and Exchange Board of India
SEBI Debt Regulations
The SEBI (Issue and Listing of Debt Securities) Regulations 2008 (as amended from time to time)
Share Pledge Agreement
Share pledge agreement dated 07 January 2019 entered into between the Pledgor and the Debenture Trustee
Trading Day Each day on which the BSE is open for trading
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
5
DISCLAIMERS GENERAL DISCLAIMER This Private Placement Offer cum Application Letter is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures to be listed on BSE Limited is being made strictly on a private placement basis This Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act This Private Placement Offer cum Application Letter has been prepared in conformity with the SEBI Debt Regulations and the Companies Act Therefore as per the applicable provisions a copy of this Private Placement Offer cum Application Letter has not been filed or submitted to the SEBI for its review andor approval It is the responsibility of potential Eligible Investors to also ensure that they will sell the Debentures in strict accordance with this Private Placement Offer cum Application Letter and other applicable laws so that the sale does not constitute an offer to the public within the meaning of the Companies Act This Private Placement Offer cum Application Letter has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures This Private Placement Offer cum Application Letter does not purport to contain all the information that any potential Eligible Investor may require Neither this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter 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 investors particular circumstances The Issuer having made all reasonable enquiries accepts responsibility for and confirms that the information contained in this Private Placement Offer cum Application Letter is true and correct in all material aspects and is not misleading in any material respect that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect This Private Placement Offer cum Application Letter and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures All investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue The contents of this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter being issued have been sent Any application by a person to whom the Private Placement Offer cum Application Letter has not been sent by the issuer shall be rejected without assigning any reason The person who is in receipt of this Private Placement Offer cum Application Letter shall
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
6
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 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause ldquoeligible investorsrdquo of this Private Placement Offer cum Application Letter who shall be specifically approached by the Issuer This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed Any disputes arising out of this issue will be subject to the jurisdiction of the courts of Delhi This issue is made in India to persons resident in India and foreign institutional investors This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction DISCLAIMER OF THE ISSUER The Issuer confirms that as of the date hereof this Private Placement Offer cum Application Letter (including the documents incorporated by reference if any) contains all information that is material in the context of the Issue 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 are not misleading No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Private Placement Offer cum Application Letter 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 Persons into whose possession this Private Placement Offer cum Application Letter 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 The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Private Placement Offer cum Application Letter for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever The Issuer accepts no responsibility for statements made otherwise than in this Private Placement Offer cum Application Letter 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 hishertheir own risk The Issuer does not undertake to update the Private Placement Offer cum Application Letter to reflect subsequent events after the date of the Private Placement Offer cum Application Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer Neither the delivery of this Private Placement Offer cum Application Letter nor any Issue 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 DISCLAIMER OF THE SECURITIES AND EXCHNAGE BOARD OF INDIA This Private Placement Offer cum Application Letter has not been filed with Securities and Exchange Board of India (ldquoSEBIrdquo) The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Private Placement Offer cum Application Letter It is to be distinctly understood that
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
7
filing of this Private Placement Offer cum Application Letter should not in any way be deemed or construed that the same has been cleared or vetted by SEBI SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer cum Application Letter The issue of Debentures being made on private placement basis filing of this document is not required with SEBI however SEBI reserves right to take up at any point of time with the Company any irregularities or lapses in this document DISCLAIMER OF THE STOCK EXCHANGE As required a copy of this Private Placement Offer cum Application Letter has been submitted to the BSE for hosting the same on its website It is to be distinctly understood that filing of this Private Placement Offer cum Application Letter with the BSE should not in any way be deemed or construed that the same has been cleared or approved by the BSE The BSE does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this offer document DISCLAIMER OF THE RATING AGENCY The ratings of the Rating Agency should not be treated as a recommendation to buy sell or hold the Debentures The Rating Agencyrsquos ratings are subject to a process of surveillance which may lead to a revision in ratings Please visit the Rating Agencyrsquos website (wwwbrickworkratingscom) or contact the Rating Agencyrsquos office for the latest information on the Rating Agencyrsquos ratings All information contained herein has been obtained by the Rating Agency 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 lsquoas isrsquo without any warranty of any kind and the Rating Agency 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 Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer cum Application Letter and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee its agents or advisors
II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein Accordingly no representation warranty or undertaking express or implied is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer Accordingly the Debenture Trustee shall have no liability in relation to the information contained in this Private Placement Offer cum Application Letter or any other information provided by the Issuer in connection with the issue
III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures Cautionary Note The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures Investors should carefully read and note the contents of the Private Placement Offer cum Application Letter Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer Prospective investor should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investors
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
5
DISCLAIMERS GENERAL DISCLAIMER This Private Placement Offer cum Application Letter is neither a prospectus nor a statement in lieu of a prospectus The issue of Debentures to be listed on BSE Limited is being made strictly on a private placement basis This Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act This Private Placement Offer cum Application Letter has been prepared in conformity with the SEBI Debt Regulations and the Companies Act Therefore as per the applicable provisions a copy of this Private Placement Offer cum Application Letter has not been filed or submitted to the SEBI for its review andor approval It is the responsibility of potential Eligible Investors to also ensure that they will sell the Debentures in strict accordance with this Private Placement Offer cum Application Letter and other applicable laws so that the sale does not constitute an offer to the public within the meaning of the Companies Act This Private Placement Offer cum Application Letter has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures This Private Placement Offer cum Application Letter does not purport to contain all the information that any potential Eligible Investor may require Neither this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter 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 investors particular circumstances The Issuer having made all reasonable enquiries accepts responsibility for and confirms that the information contained in this Private Placement Offer cum Application Letter is true and correct in all material aspects and is not misleading in any material respect that the opinions and intentions expressed herein are honestly held and that there are no other facts the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect This Private Placement Offer cum Application Letter and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures All investors are required to comply with the relevant regulationsguidelines applicable to them for investing in this issue The contents of this Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter being issued have been sent Any application by a person to whom the Private Placement Offer cum Application Letter has not been sent by the issuer shall be rejected without assigning any reason The person who is in receipt of this Private Placement Offer cum Application Letter shall
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
6
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 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause ldquoeligible investorsrdquo of this Private Placement Offer cum Application Letter who shall be specifically approached by the Issuer This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed Any disputes arising out of this issue will be subject to the jurisdiction of the courts of Delhi This issue is made in India to persons resident in India and foreign institutional investors This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction DISCLAIMER OF THE ISSUER The Issuer confirms that as of the date hereof this Private Placement Offer cum Application Letter (including the documents incorporated by reference if any) contains all information that is material in the context of the Issue 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 are not misleading No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Private Placement Offer cum Application Letter 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 Persons into whose possession this Private Placement Offer cum Application Letter 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 The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Private Placement Offer cum Application Letter for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever The Issuer accepts no responsibility for statements made otherwise than in this Private Placement Offer cum Application Letter 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 hishertheir own risk The Issuer does not undertake to update the Private Placement Offer cum Application Letter to reflect subsequent events after the date of the Private Placement Offer cum Application Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer Neither the delivery of this Private Placement Offer cum Application Letter nor any Issue 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 DISCLAIMER OF THE SECURITIES AND EXCHNAGE BOARD OF INDIA This Private Placement Offer cum Application Letter has not been filed with Securities and Exchange Board of India (ldquoSEBIrdquo) The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Private Placement Offer cum Application Letter It is to be distinctly understood that
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
7
filing of this Private Placement Offer cum Application Letter should not in any way be deemed or construed that the same has been cleared or vetted by SEBI SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer cum Application Letter The issue of Debentures being made on private placement basis filing of this document is not required with SEBI however SEBI reserves right to take up at any point of time with the Company any irregularities or lapses in this document DISCLAIMER OF THE STOCK EXCHANGE As required a copy of this Private Placement Offer cum Application Letter has been submitted to the BSE for hosting the same on its website It is to be distinctly understood that filing of this Private Placement Offer cum Application Letter with the BSE should not in any way be deemed or construed that the same has been cleared or approved by the BSE The BSE does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this offer document DISCLAIMER OF THE RATING AGENCY The ratings of the Rating Agency should not be treated as a recommendation to buy sell or hold the Debentures The Rating Agencyrsquos ratings are subject to a process of surveillance which may lead to a revision in ratings Please visit the Rating Agencyrsquos website (wwwbrickworkratingscom) or contact the Rating Agencyrsquos office for the latest information on the Rating Agencyrsquos ratings All information contained herein has been obtained by the Rating Agency 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 lsquoas isrsquo without any warranty of any kind and the Rating Agency 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 Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer cum Application Letter and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee its agents or advisors
II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein Accordingly no representation warranty or undertaking express or implied is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer Accordingly the Debenture Trustee shall have no liability in relation to the information contained in this Private Placement Offer cum Application Letter or any other information provided by the Issuer in connection with the issue
III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures Cautionary Note The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures Investors should carefully read and note the contents of the Private Placement Offer cum Application Letter Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer Prospective investor should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investors
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
6
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 DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under clause ldquoeligible investorsrdquo of this Private Placement Offer cum Application Letter who shall be specifically approached by the Issuer This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed Any disputes arising out of this issue will be subject to the jurisdiction of the courts of Delhi This issue is made in India to persons resident in India and foreign institutional investors This Private Placement Offer cum Application Letter does not constitute an offer to sell or an invitation to subscribe to the Debentures herein in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction DISCLAIMER OF THE ISSUER The Issuer confirms that as of the date hereof this Private Placement Offer cum Application Letter (including the documents incorporated by reference if any) contains all information that is material in the context of the Issue 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 are not misleading No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Private Placement Offer cum Application Letter 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 Persons into whose possession this Private Placement Offer cum Application Letter 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 The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Private Placement Offer cum Application Letter for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever The Issuer accepts no responsibility for statements made otherwise than in this Private Placement Offer cum Application Letter 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 hishertheir own risk The Issuer does not undertake to update the Private Placement Offer cum Application Letter to reflect subsequent events after the date of the Private Placement Offer cum Application Letter and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer Neither the delivery of this Private Placement Offer cum Application Letter nor any Issue 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 DISCLAIMER OF THE SECURITIES AND EXCHNAGE BOARD OF INDIA This Private Placement Offer cum Application Letter has not been filed with Securities and Exchange Board of India (ldquoSEBIrdquo) The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Private Placement Offer cum Application Letter It is to be distinctly understood that
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
7
filing of this Private Placement Offer cum Application Letter should not in any way be deemed or construed that the same has been cleared or vetted by SEBI SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer cum Application Letter The issue of Debentures being made on private placement basis filing of this document is not required with SEBI however SEBI reserves right to take up at any point of time with the Company any irregularities or lapses in this document DISCLAIMER OF THE STOCK EXCHANGE As required a copy of this Private Placement Offer cum Application Letter has been submitted to the BSE for hosting the same on its website It is to be distinctly understood that filing of this Private Placement Offer cum Application Letter with the BSE should not in any way be deemed or construed that the same has been cleared or approved by the BSE The BSE does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this offer document DISCLAIMER OF THE RATING AGENCY The ratings of the Rating Agency should not be treated as a recommendation to buy sell or hold the Debentures The Rating Agencyrsquos ratings are subject to a process of surveillance which may lead to a revision in ratings Please visit the Rating Agencyrsquos website (wwwbrickworkratingscom) or contact the Rating Agencyrsquos office for the latest information on the Rating Agencyrsquos ratings All information contained herein has been obtained by the Rating Agency 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 lsquoas isrsquo without any warranty of any kind and the Rating Agency 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 Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer cum Application Letter and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee its agents or advisors
II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein Accordingly no representation warranty or undertaking express or implied is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer Accordingly the Debenture Trustee shall have no liability in relation to the information contained in this Private Placement Offer cum Application Letter or any other information provided by the Issuer in connection with the issue
III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures Cautionary Note The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures Investors should carefully read and note the contents of the Private Placement Offer cum Application Letter Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer Prospective investor should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investors
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
7
filing of this Private Placement Offer cum Application Letter should not in any way be deemed or construed that the same has been cleared or vetted by SEBI SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Private Placement Offer cum Application Letter The issue of Debentures being made on private placement basis filing of this document is not required with SEBI however SEBI reserves right to take up at any point of time with the Company any irregularities or lapses in this document DISCLAIMER OF THE STOCK EXCHANGE As required a copy of this Private Placement Offer cum Application Letter has been submitted to the BSE for hosting the same on its website It is to be distinctly understood that filing of this Private Placement Offer cum Application Letter with the BSE should not in any way be deemed or construed that the same has been cleared or approved by the BSE The BSE does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this offer document DISCLAIMER OF THE RATING AGENCY The ratings of the Rating Agency should not be treated as a recommendation to buy sell or hold the Debentures The Rating Agencyrsquos ratings are subject to a process of surveillance which may lead to a revision in ratings Please visit the Rating Agencyrsquos website (wwwbrickworkratingscom) or contact the Rating Agencyrsquos office for the latest information on the Rating Agencyrsquos ratings All information contained herein has been obtained by the Rating Agency 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 lsquoas isrsquo without any warranty of any kind and the Rating Agency 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 Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents DISCLAIMERS OF THE DEBENTURE TRUSTEE I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Private Placement Offer cum Application Letter and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee its agents or advisors
II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein Accordingly no representation warranty or undertaking express or implied is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer Accordingly the Debenture Trustee shall have no liability in relation to the information contained in this Private Placement Offer cum Application Letter or any other information provided by the Issuer in connection with the issue
III) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures Cautionary Note The Issuer confirms that all necessary disclosures have been made in the Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures Investors should carefully read and note the contents of the Private Placement Offer cum Application Letter Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer Prospective investor should consult their own financial legal tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investors
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
8
particular circumstance Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments The investors have agreed that they (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 Private Placement Offer cum Application Letter (iii) have not requested the Issuer to provide it with any such material or other information (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures (v) have made their own investment decision regarding the Debentures (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures and (vii) understand that by purchase or holding of the Debentures they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures including the possibility that they may lose all or a substantial portion of their investment in the Debentures Neither this Private Placement Offer cum Application Letter nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Private Placement Offer cum Application Letter should not consider such receipt as 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 analyse such investment and the suitability of such investment to such investors particular circumstances This Private Placement Offer cum Application Letter is made available to potential 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 This Private Placement Offer cum Application Letter prepared under the Companies Act 2013 the Companies (Prospectus and Allotment of Securities) Rules 2014 as amended the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company This is only an information brochure intended for private use
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
9
Table indicating references of disclosures requirements under Form PAS-4
Sr No Particulars Page No 1 GENERAL INFORMATION a Name address website if any and other contact details of the company
indicating both registered office and corporate office 12
b Date of incorporation of the company 13 c Business carried on by the company and its subsidiaries with the details of
branches or units if any 13
d Brief particulars of the management of the company 17 e Names addresses DIN and occupations of the directors 17 f Managementrsquos perception of risk factors 20 g Details of default if any including therein the amount involved duration of
default and present status in repayment of ndash i) statutory dues ii) debentures and interest thereon iii) deposits and interest thereon iv) Loan from any bank or financial institution and interest thereon
24
h Names designation address and phone number if any email ID of the nodal compliance officer of the company if any for the private placement offer process
12
i Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder
25
j Disclosure pertaining to wilful default 25 2 PARTICULARS OF THE OFFER a Financial position of the Company for the last 3 financial years 43 b Date of passing of board resolution 26 c Date of passing of resolution in the general meeting authorizing the offer
of securities 26
d Kinds of securities offered (ie whether share or debenture) and class of security
26
e Price at which the security is being offered including the premium if any along with justification of the price
27
f name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer
29
g Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held]
29
h The class or classes of persons to whom the allotment is proposed to be Made
29
i Intention of promoters directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer) [ not required in case of issue of non-convertible debentures]
29
j The proposed time within which the allotment shall be completed 30 k The names of the proposed allottees and the percentage of post private
placement capital that may be herd by them [not required in case of issue of non- convertible debentures]
30
l The change in control if any in the company that would occur consequent 30
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
10
to the private placement m the number of persons to whom on preferential basisprivate
placement rights issue has already been made during the year in terms of number of securities as well as price
30
n the justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer
29
o Amount which the company intends to raise by way of securities 26 p Terms of raising of securities Duration if applicable Rate of dividend or rate
of interest mode of payment and repayment 27
q Proposed time schedule for which the offer letter is valid 29 r Purposes and objects of the offer 26 s Contribution being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects 30
t Principle terms of assets charged as security if applicable 30 u The details of significant and material orders passed by the Regulators
Courts and Tribunals impacting the going concern status of the company and its future operations
30
v The pre-issue and post-issue shareholding pattern of the company (in the prescribed format
31
3 Mode of Payment for subscription 31 4 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION
ETC 32
a Any financial or other material interest of the directors promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons
32
b Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
32
c Remuneration of directors (during the current year and last three financial years)
32
d Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or guarantees given or securities provided
32
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark
37
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer
37
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
11
letter and if so section-wise details thereof for the company and all of its subsidiaries
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
37
5 FINANCIAL POSITION OF THE COMPANY 38 a The capital structure of the company in the following manner in a tabular
form- 38
b The authorised issued subscribed and paid up capital (number of securities description and aggregate nominal value)
Size of the present offer Paid up capital After the offer After conversion of convertible instruments (if applicable) Share premium account (before and after the offer) c The details of the existing share capital of the issuer company in a tabular
form indicating therein with regard to each allotment the date of allotment the number of shares allotted the face value of the shares allotted the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case
38
d Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
42
e Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid)
42
f A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
43
g Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
44
h Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company
45
6 A DECLARATION BY THE DIRECTOR THAT- a the company has complied with the provisions of the Act and the rules
made there under b the compliance with the Act and the rules does not imply that payment
of dividend or interest or repayment of debentures if applicable is guaranteed by the Central Government
c the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter
56
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
12
GENERAL INFORMATION Registered Office of the Issuer Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Tel +91-79-26565555 Fax +91-79-25555500 Website wwwadaniinfracom
Corporate Office of the Issuer Adani Infra (India) Limited Achalraj Opp Mayor Bunglows Law Garden Ahmedabad 380 006 Tel +91-79-25557555 Fax +91-79-25557177 Website wwwadaniinfracom Compliance Officer Mr Kamlesh Patel Adani Infra (India) Limited Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-2555 8455 Fax +91-79-25555500 E-mail Kamleshpateladanicom Chief Financial Officer Mr Vipin Goel Adani House Near Mithakhali Six Roads Navrangpura Ahmedabad 380 009 Phone No +91-79-25555136 Fax +91-79-25555500 E-mail vipingoeladanicom Debenture Trustee Catalyst Trusteeship Limited Office No 83-87 8th Floor Mittal Tower lsquoBrsquo Wing Nariman Point Mumbai - 400021 Phone No +91 22 4922 0555 Fax No +91 22 4922 0505 Email id dtctltrusteecom Registrar and Transfer Agent Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai-400083 Phone No +91 022 49186000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
13
Fax No +91 022 49186060 Email id mumbailinkintimecoin SEBI Registration No INR00004058 Rating Agency Brickwork Ratings India Pvt Ltd 3rd Floor Raj Alkaa Park 293 amp 322 Kalena Agrahara Bannerghatta Road Bengaluru 560 076 Phone No +91 80 4040 9940 Fax No +91 80 4040 9941 Contact Person Mr Jatin Vyas E-mailinfobrickworkratingscom Website wwwbrickworkratingscom Auditors of the Company Shah Dhandharia amp Co 807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009 Contact Person Mr Harshil Shah E-mail ndash pravinsdcoin Website wwwsdcoin Date of Incorporation of the Issuer January 13 2010 Business carried on by the Company and its subsidiaries The Issuer was incorporated as Electrogen Infra (India) Private Limited on January 13 2010 The name of the Issuer was changed from Electrogen Infra (India) Private Limited to Adani Infra (India) Private Limited with effect from February 18 2010 The name of the Issuer was changed to Adani Infra (India) Limited on March 5 2010 upon conversion to a public limited company Adani Infra (India) Limited provides services in the field of project management consultancy (ldquoPMCrdquo) and as an engineering procurement and construction (ldquoEPCrdquo) contractor A brief summary of the business and activities of the Issuer and its line of business Overview of the business of the Issuer
The Issuer is an infrastructure development company which specializes in comprehensive engineering project management and construction services The Issuer provides project management consulting and EPC services for various projects company is also engaged in the trading business
Under the PMC contracts the Issuer provides consultancy for engineering project specifications technical data preparations logistics management and overall monitoring of various project
Under EPC contracts the Issuer carries out the work to project by way of designing and engineering the project procurement of materials (balance of plant) and services required for the project construction works civil works and other works Company undertakes EPC contracts of Thermal Power Plants Solar Power Plants etc Under Trading Business Company trades in to various types of commodities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
14
Overview of the Industry
The Issuer is engaged in the business of providing services in the field of project management consultancy and as an EPC contractor In the financial year ended 2018 the Issuer recorded total revenue of Rs 67468 Crores (PY ndash 2016-17 ndash Rs 64580 crs)
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
15
Corporate Structure The Issuer is a 100 subsidiary of Adani Properties Private Ltd
100 Details of the holding of the Promoter in the Issuer as on 30th September 2018 Sr No
Name of shareholders Total no of equity shares
No of shares in demat form
Total shareholding as of total no of equity shares
No of shares pledged
of shares pledged with respect to shares owned
1 Adani Properties Private Limited (APPL)
49994 49994 99988 - -
2 Gautam S Adani (Nominee of APPL) 1 - 0002 - - 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 - - 4 Vasant S Adani (Nominee of APPL) 1 - 0002 - - 5 Pranav V Adani (Nominee of APPL) 1 - 0002 - - 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 - - 7 Samir Vora (Nominee of APPL) 1 - 0002 - - Total 50000 49994 100000 - -
Adani Properties Private Limited
Adani Infra (India) Limited
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
16
Key Standalone Financial Parameters for last three years (audited) (Rs In Crore)
Gross Debt to Equity Ratio Before the issue ndash 89 After the issue ndash 95 Project cost and means of financing in case of funding of any new projects
Not Applicable
Parameters H1FY2018-19 FY2017-18 FY2016-17 FY2015-16Net worth 86 85 81 75 Total Debt 12138 8925 1435 1550
- Non Current Maturities of Long Term Borrowing 1389 4827 56 - - Short Term Borrowing 7303 4099 1380 1550 - Current Maturities of Long Term Borrowing 3445 - - -
Net Fixed Assets 1 1 1 2 Non-Current Assets (incl Deferred Tax) 8465 2034 9 8 Cash and Cash Equivalents 60 40 6 3 Current Investments - - - 6 Current Assets 4662 7406 2060 2454 Current Liabilities 11552 4458 1930 2384
Total Revenue 826 675 646 1143 EBITDA 466 263 211 212 EBIT 466 263 210 211 Interest Charges 465 258 200 190 Total comprehensive income for the year 1 4 6 17 Dividend amounts - - - - Current ratio 040 166 107 103 Interest coverage ratio 141 133 379 677 Gross debtequity ratio (net worth) 89 76 4 2 Debt Service Coverage Ratios 0 0 1 1
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
17
Management of the Company As per Articles of the Company the Company is required to have not less than three and not more than fifteen Directors The Issuer confirms that none of its current directors appear in the RBI defaulter list andor the ECGCrsquos default list The following table sets forth details regarding the Board of Directors of the Issuer as on 30th September 2018
Name Designation Occupation and DIN
Age Address
Director of the issuer since
Other directorships
Mr Jatinkumar Jalundhwala Designation Director Occupation Service DIN- 00137888
58 years
602 Satkrut Partha Sarthi Avenue 132 Ring Road Near Shaymal Raw House Ahmedabad ndash 380 015
080310 bull ADANI GAS HOLDINGS LIMITED
bull ADANI AEROSPACE AND DEFENCE LIMITED
bull ADANI WELSPUN EXPLORATION LIMITED
bull ADANI RENEWABLE ENERGY PARK LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI SHIPPING (INDIA) PRIVATE LIMITED
bull ADANI DEFENCE SYSTEMS AND TECHNOLOGIES LIMITED
bull ADANI LAND DEFENCE SYSTEMS ANDTECHNOLOGIES LIMITED
bull ADANI-ELBIT ADVANCED SYSTEMS INDIA LIMITED
Mr K S Nagendra Designation Whole time Director Occupation Service DIN-06859146
49 years
A-101 Zenobia Bh Auda Garden Sur No 1222 Plot No 34 Sindhu Bhavan Bodakdev Ahmedabad ndash 380 054
10112017 bull ADANI POWER DAHEJ LIMITED
bull KUTCHH POWER GENERATION LIMITED
bull SURGUJA POWER PRIVATE LIMITED
bull KAMUTHI RENEWABLE ENERGY LIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
18
bull ADANI POWER (JHARKHAND) LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull RAMNAD RENEWABLE ENERGY LIMITED
Mr Mukesh M Shah Designation Director Occupation Practising Chartered Accountants DIN-00084402
65 Years
Ojas Opp H L College Old Hostel Navrangpura Ahmedabad - 380 009
8012018 bull ADANI POWER LIMITED
bull VINPACK (INDIA) PRIVATE LIMITED
bull ADANI POWER MAHARASHTRA LIMITED
bull METALEX COMMODITIES PRIVATE LIMITED
bull AAJKAL INVESTMENTS PVT LTD
Ms Birva Patel Designation Director Business DIN-07203299
45 years
7 Friends Colony Naranpura Ahmedabad ndash 380 013
8012018 bull MAHARASHTRA EASTERN GRID POWERTRANSMISSION COMPANY LIMITED
bull ADANI TRANSMISSION (INDIA) LIMITED
bull KAMUTHI SOLAR POWER LIMITED
bull ADANI BUNKERING PRIVATE LIMITED
bull ADANI GREEN ENERGY (TAMILNADU) LIMITED
bull WESTERN TRANSMISSION (GUJARAT) LIMITED
bull ADANI PETRONET (DAHEJ) PORT PRIVATELIMITED
bull ADANI KANDLA BULK TERMINAL PRIVATELIMITED
bull MARINE INFRASTRUCTURE DEVELOPER PRIVATELIMITED
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
19
Details of change in directors since last three years
Name Designation and DIN
Date of appointment resignation
Director of the Issuer since (in case of resignation) Remarks
Ms Nayanaben Gadhvi Director DIN- 07148619
09102017 07042015 Resigned due to pre-occupation
Ms Sushama Oza Director DIN-07145540
07042015 31032015 Resigned due to pre-occupation
Mr Divyang Majmudar Director DIN- 00091600
09102017 04062015 Resigned due to pre-occupation
Mr Dhaval Shah Director DIN-02320719
04062015 31032015 Resigned due to pre-occupation
Mr Harsh Mishra Director DIN-00529339
10112017 08032010 Resigned due to pre-occupation
Mr Anil Kumar Gupta Director DIN-06859132
10112017 13052014 Resigned due to pre-occupation
Mr Dev Prakash Joshi Whole-time Director DIN- 05192222
10112017 01052012 Resigned due to pre-occupation
Mr K S Nagendra Whole-time Director DIN- 06859146
10112017 - Appointed as Whole-time Director
Mr Jatinder Bhatnagar Director DIN-06860240
27072018 10112017 Resigned due to pre-occupation
Mr Mukesh M Shah Director DIN-00084402
08012018 - Appointed as Director
Ms Birva Patel Director DIN-07203299
08012018 - Appointed as Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
20
Risk Factors General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures unless they can afford to take the risks attached to such investments For taking an investment decision investors must rely on their own examination of the Issuer including the risks involved The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer cum Application Letter An investment in the Debentures involves risks These risks may include among others equity market bond market interest rate market volatility and economic political and regulatory risks and any combination of these and other risks Some of these are briefly discussed below Prospective investors should be experienced with respect to transactions in instruments such as the Debentures Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial tax and other circumstances and (b) the information set out in this Private Placement Offer cum Application Letter The Debentures may decline in value More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable In addition more than one risk factor may have a compounding effect which may not be predictable No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures Each of the risks highlighted below could have a material adverse effect on the business operations financial condition or prospects of the Issuer which in turn could affect its ability to fulfill its obligations under this Private Placement Offer cum Application Letter In addition each of the risks highlighted below could adversely affect the rights of the investors under the Private Placement Offer cum Application Letter and as a result prospective investors could lose some or all of their contribution towards the Debentures Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue Prospective investors must rely on their own examination of the Issuer and this Issue including the risks and uncertainties involved The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another Recipients of the Private Placement Offer cum Application Letter should note that the risks described below are not the only risks the Issuer face The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware and any of these risks could have the effects set forth above now or in the future Unless specified or quantified in the risks below the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section Taxation
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
21
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary chargestaxes in accordance with the laws and practices of India Payment andor delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes duties andor expenses The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed Potential investors should consult their own independent tax advisers In addition potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time Accordingly it is not possible to predict the precise tax treatment which will apply at any given time Interest rate risk All securities where a fixed rate of interest is offered are subject to price risk The price of such securities will vary inversely with changes in prevailing interest rates ie when interest rates rise prices of fixed income securities fall and when interest rates drop the prices increase The extent of fluctuation in the prices is a function of the existing coupon days to maturity and the increase or decrease in the level of prevailing interest rates Any increase in rates of interest is likely to have a negative effect on the price of the Debentures The Debentures may be illiquid It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether such market will be liquid or illiquid The Issuer may but is not obliged to at any time prior to the date of redemption of the Debentures purchase the Debentures at any price in the open market by tender or by a private agreement subject to applicable regulatory approval on terms acceptable to the Debenture Holder(s) Any Debentures so purchased maybe held or surrendered for cancellation The more limited the secondary market is the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments statements or policy changes by any regulator including but not limited to SEBI may adversely affect the Debentures The timing and content of any new law or regulation is not within the Issuerrsquos control and such new law regulation comment statement or policy change could have an adverse effect on the market for and the price of the Debentures Further SEBI or any other regulatory authorities may require clarifications on this Private Placement Offer cum Application Letter which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected Further the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed or otherwise vested in them by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorizations or orders
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
22
Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally Since 1991 successive Indian governments have pursued policies of economic liberalization The role of the Central Government and State Governments in the Indian economy as producers consumers and regulators has remained significant If there is a slowdown in economic liberalization or a reversal of steps already taken it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime The Debentures may not be a suitable investment for all potential Investors Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk that they have sufficient knowledge experience and access to professional advisers such as legal tax accounting and other advisers to make their own legal tax accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition Downgrading in Credit Rating The Debentures have been rated by Brickwork Ratings India Pvt Ltd as having ldquoBWR AA- (SO)rdquo rating for the issuance of the Debentures for an aggregate amount of up to INR 490 Crore The Issuer cannot guarantee that this rating will not be downgraded Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuerrsquos ability to raise further debts The Issuer has limited sources of funds to fulfil its obligations under the Debentures If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures the Issuer may not have sufficient funds to make payments on the Debentures and the Debenture Holders may incur a loss on the Debenture amount and redemption premium The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals borrowings andor return of ICDs given The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law will be subject to general equitable principles regarding the enforcement of security the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents approvals authorisations or orders The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer The Debentures will be subordinated to certain liabilities preferred by law such as claims of the
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
23
Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuerrsquos business (including workmenrsquos dues) Upon an order for winding-up in India the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses Payment of accrued coupon or principal is subject to the credit risk of the Issuer
Investors should be aware that the receipt of any accrued coupon payment and principal amount at maturity is subject to the credit risk of the Issuer Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures Delays in court proceedings in India If any dispute arises between the Issuer and any other party the Issuer or such other party may need to take recourse to judicial proceedings before courts in India It is not unusual for court proceedings in India to continue for extended periods Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication Risk Factors in relation to the Issuer Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel These personnel possess technical and business capabilities that are difficult to replace If we lose the services of any of these or other key personnel we may be unable to replace them in a timely manner or at all which may affect our ability to continue to manage and expand our business Members of our management team are employed pursuant to customary employment agreements which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise The loss of key members of our management team or other key personnel could have an adverse effect on our business prospects results of operations and financial condition Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations While we report our financial results in Indian rupees portions of our total income and expenses are denominated generated or incurred in currencies other than Indian rupees Further we incur expenditures and also procure same materials in foreign currencies such as the US dollar and Euro To the extent that our income and expenditures are not denominated in Indian rupees exchange rate fluctuations could affect the amount of income and expenditure we recognize Further our future capital expenditures may be denominated in currencies other than Indian rupees Therefore a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
24
While we use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that use of forward and option contracts would fully protect us from foreign exchange risks In addition risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize
(Rs in Crores)
Particulars As at
31 March 2018 As at
31 March 2017 As at
31 March 2016
Value Added Tax (AY 2014-15) 1335 1335 - Central Sales Tax (FY 2010-11) 495 - - Central Sales Tax (FY 2011-12) 2949
Income Tax (Assessment Year 2014-15) 003 003
Income Tax (Assessment Year 2013-14) 059 059 059
Income Tax (Assessment Year 2012-13) 035 035 035
Total 4876 1432 094 If any of the above contingent liabilities materialize our profitability may be adversely affected We have entered and may continue to enter into a number of related party transactions with our Group entities We have entered and will continue to enter into a significant number of related party transactions with our promoters subsidiaries joint ventures group entities associates key management and enterprises having common key management personnel with us For a list of related parties please refer disclosures with regard to interest of directors and litigation under this Private Placement Offer cum Application Letter While we believe that all our related party transactions have been conducted on an armlsquos length basis we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties Furthermore we may enter into significant levels of related party transactions in the future There can be no assurance that such transactions individually or in the aggregate will not have an adverse effect on our business prospects results of operations and financial condition including because of potential conflicts of interest or otherwise The collateral cover is subject to market conditions and performance by APSEZamp ATL Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor These shares are listed on the BSE and NSE and therefore subject to market volatility and the collateral cover may accordingly change Details of defaults in repayment Details of default if any including therein the amount involved duration of default and present status in repayment of i) Statutory dues Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
25
ii) Debentures and interest thereon Nil iii) Deposits and interest thereon Nil iv) Loan from any bank or financial institution and interest thereon Nil Any Default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder NIL Disclosure pertaining to willful default Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations 2008
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
26
PARTICULARS OF THE OFFER Authority for the placement This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on 4th January 2019 which has approved the placement of Debentures up to Rs 490 Crore The shareholders of the Company have vide a resolution dated 21st August 2018 approved the issuance of Debentures up to an aggregate amount of Rs 490 Crore The present issue of Rs 490 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act 2013 at the General Meeting by the shareholders of the Company held on 5th July 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 15000 Crore (Rupees Fifteen Thousand Crore)
Security Name 4900 rated listed redeemable non-convertible debentures issued in dematerialized form of the nominal value of INR 1000000 each aggregating to not more than INR 4900000000
Issuer Adani Infra (India) Limited Type of Instrument Rated Listed Non-convertible debentures Nature of Instrument The Debentures are secured by way of (i) first ranking exclusive pledge
created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account the Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Seniority Senior Mode of Issue Private Placement Eligible Investors Refers to such category of investors referred to below
bull Eligible financial institutions and insurance companies bull Companies bull Non-banking finance companies (NBFCs) and Residuary NBFCs bull Mutual funds bull Foreign portfolio investors as permitted under the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations 2014 and
bull Provident Funds Gratuity Superannuation and Pension Funds subject to their Investment guidelines
Listing Debentures issued will be listed at WDM of BSE Limited within 15 BSE Exchange Days from the Deemed Date of Allotment
Rating of the Instrument
BWR AA- (SO)
Issue Size INR 4900000000- Option to retain oversubscription
NA
Objects of the Issue bull refinancing or repayment of existing indebtedness of the Company bull and
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27
bull payment of all outstanding costs fees and expenses in relation to the Issue
in compliance with the provisions of Applicable Law Details of the utilization of the Proceeds
bull refinancing or repayment of existing indebtedness of the Company bull and bull payment of all outstanding costs fees and expenses in relation to the
Issue in compliance with the provisions of Applicable Law
Coupon Rate 1050 pa Step UpStep Down Coupon Rate
Not applicable
Coupon Payment Frequency
As specified in the Debenture Trust Deed
Coupon Type Fixed Coupon Reset Process
Not applicable
Day Count Basis Redemption premium payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be ie Actual Actual
Interest on Application Money
NA
Tenor 125 years from the date of disbursement ie 25th April 2020 Redemption Date As specified in the Debenture Trust Deed Redemption Amount As specified in the Debenture Trust Deed Redemption Premium
Not Applicable
Subscription Discount
Not Applicable
Issue Price INR 1000000 per Debenture Face Value INR 1000000 per Debenture Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
For consideration other than cash whether in whole or part
Not Applicable
Put Option Date 15th April 2019 Put Option Price As specified in the Debenture Trust Deed Call Option Date 15th April 2019 Call Option Price As specified in the Debenture Trust Deed Put Notification Time
As specified in the Debenture Trust Deed
Call Notification Time
As specified in the Debenture Trust Deed
PutCall Redemption Amounts
As specified in the Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
28
FR (Final Redemption) Voluntary Redemption Date
22nd April 2020
FR Voluntary Redemption Notification Date
3 days prior to the FR Voluntary Redemption Date (ie 17th April 2020)
FR (Final Redemption) Voluntary Redemption Amount
As specified in the Debenture Trust Deed
Minimum Subscription of NCD and in multiples of Rs 10 Lakhs NCDrsquos thereafter
1 Debenture and in multiples of 1 Debenture thereafter
Issue Opening Date 10 January 2019 Issue Closing Date 10 January 2019 Pay-in Date 11 January 2019 Manner of Bidding Open Book Bidding Mode of Allotment Allocation option
Uniform Yield
Mode of Settlement ICCL Deemed Date of Allotment
11 January 2019
Issuance mode of the Instrument
Demat
Trading mode of the Instrument
Demat
Settlement mode of the Instrument
RTGS
Depository NSDL amp CDSL Business Day Convention
Payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)
Record Date The day falling 5 days before the Voluntary Redemption Date call put option date as applicable in accordance with SEBI regulations of that Debenture
Security Security description
The Debentures are secured by way of (i) first ranking exclusive pledge created by the Pledgor over APSEZ Shares and ATL Shares owned by them as required under the Pledge Agreement and (ii) first ranking exclusive charge to be created over the Cash Top Up Account and Cash Top Up Fixed Deposits and all amounts standing outstanding to the credit of the Cash Top Up Account and Cash Top Up Fixed Deposits from time to time by the Issuer in favor of the Debenture Trustee in accordance with the terms of the Deed of Hypothecation within 30 business days of the deemed date of allotment
Transaction Documents
1 Debenture Trust Deed
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
29
2 Pledge Agreement (including the power of attorney executed thereunder)
3 Deed of Hypothecation (including the power of attorney executed thereunder)
4 Debenture Trustee Agreement Conditions Precedent to Disbursement
As specified in the Debenture Trust Deed
Condition Subsequent to Disbursement
As specified in the Debenture Trust Deed
Events of Default As specified in the Debenture Trust Deed Role and Responsibilities of Debenture Trustee
As per SEBI (Debenture Trustee) Regulations 1993 SEBI (Issue and Listing of Debt Securities) Regulation 2008 Companies Act the simplified listing agreement(s) each as amended from time to time)
Governing Law and Jurisdiction
Indian Courts of Mumbai
Debenture Redemption Reserve
The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard The Proposed time schedule for which the private placement offer cum application letter is valid Issue Schedule Date of Opening 10 January 2019 Date of Closing 10 January 2019 Deemed Date of Allotment 11 January 2019 Name and Address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with the report of the registered valuer Not Applicable Relevant date with reference to which the price has been arrived at [Relevant Date means a date atleast thirty days prior to the date on which the general meeting of the company is scheduled to be held] Not applicable ndash This being issue of Non-Convertible Debentures at face value The class or classes of persons to whom the allotment is proposed to be made Please refer to above table under Particulars of the Offer Intention of promoters directors or key managerial personnel to subscribe to the offer Not applicable ndash it is private placement of non-convertible debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
30
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable The proposed time within which the allotment shall be completed Allotment will be done on deemed date of allotment and credit of Debentures will be done within 2 (two) Business Days from Deemed Date of Allotment The names of the proposed allottees and the percentage of post private placement capital that may be held by them Not applicable ndash it is private placement of non-convertible debentures
The change in control if any in the company that would occur consequent to the private placement No change in control would occur consequent to the private placement of non-convertible debentures The number of persons to whom allotment on preferential basisprivate placement rights issue has already been made during the year in terms of number of securities as well as price Issuer has made the following allotments of Securities wef 1st April 2018 till date
Sr No
Type of Securities allotted
Date of allotment
Number of Securities allotted
Face Value per security
Issue Price per security
No of persons to whom securities allotted (based on demat Ac allottees)
None post 01042018 Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue Not Applicable Principal terms of the assets charged as security if any The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and SBAFT the pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 The details of significant and material orders passed by the Regulators Courts and Tribunals impacting the going concern status of the company and its future operations NIL
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
31
The pre issue and post issue Equity Details of the shareholding pattern of the Issuer
Category
Pre Issue Post Issue No of
Shares held
of share holding
No of Shares held
of share
holding Promoters Holding
Adani Properties Private Limited (APPL)
49994 99988 49994 99988
Gautam S Adani (Nominee of APPL) 1 0002 1 0002 Rajesh S Adani (Nominee of APPL) 1 0002 1 0002 Vasant S Adani (Nominee of APPL) 1 0002 1 0002 Pranav V Adani (Nominee of APPL) 1 0002 1 0002 Mahasukh S Adani (Nominee of APPL) 1 0002 1 0002 Samir Vora (Nominee of APPL) 1 0002 1 0002
Mode of Payment for subscription Other Banking Channels (RTGS NEFT) Illustration of Cash Flows from the Debentures As per SEBI Circular No CIRIMDDF182013 dated October 29 2013 the cash flows emanating from the Debentures are mentioned below by way of an illustration Issuer Adani Infra (India) Limited Face Value (per Debenture) Rs 1000000- per Debenture Issue Date Date of Allotment 11 January 2019 Redemption Yield NA Coupon Rate NA Frequency of the Interest Payment with specified dates
NA
Day Count Convention Actual Actual
Date Narration Total Amount (in Rupees)
Net Amount (in Rupees)
Friday 11 January 2019 Pay-in Date Rs 490000000000 Rs 490000000000
Monday 15 April 2019 Coupon Payment Rs 12763049331
Monday 15 April 2019 PutCall Option Date Rs 490000000000 Rs 502763049331
Wednesday 22 April 2020 Coupon Payment Rs 66770268271
Wednesday 22 April 2020 FR Voluntary Redemption Date Rs 490000000000 Rs 556770268271
Saturday 25 April 2020 Coupon Payment Rs 67227367426
Saturday 25 April 2020 Final Redemption Date Maturity Rs 490000000000 Rs 557227367426
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
32
If the debenture is redeemed on PutCall Option Date or FR Voluntary Redemption Date the amount due under each of the subsequent dates will be NIL subject to full repayment of all sums by the issuer on the selected redemption dates as applicable
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS LITIGATION ETC a Any financial or other material interest of the directors promoters or key managerial personnel in
the offer and the effect of such interest in so far as it is different from the interests of other persons
Nil b Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Private Placement Offer cum Application Letter
c Remuneration of directors (during the current year and last three financial years)
(Rs In Crores) Directors Upto
30092018 FY 2017-18 FY 2016-17 FY 2015-16
Mr Dev Prakash Joshi 000 080 154 143 Mr Anil Kumar Gupta 000 095 156 140 Mr JATINDER BHATNAGAR 053 000 000 Mr K S Nagendra 049 000 000
d Related party transactions entered during the last three financial years immediately preceding the
year of circulation of offer letter including with regard to loans made or guarantees given or securities provided (Rs in Crores)
Related Party Name Nature of Transactions
For the year ended
For the year ended
For the year ended
31 March 2018
31 March 2017
31 March 2016
Adani Enterprises Limited
Services availed 169 290 109 Interest expense 2647 805 494 Interest Income 887 1142 - Loan taken 452364 115142 13675 Loan Given 86412 105065 - Loan received back 86412 105065 - Loan repaid 349196 80755 13675 Miscellaneous Balances transfer from related party 001 000 000
Adani Logistic Limited
Interest expense - 11693 14152 Loan taken - - 10000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
33
Loan repaid - 116885 - Adani Mining Pty Limited Reimbursement of expense - - 005
Adani Pench Power Limited
Miscellaneous Balances transfer from related party - 000 002
Miscellaneous Balances transfer to related party - 004 -
Adani Power Jharkhand Limited
Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party 005 003 -
Adani Power Limited
Interest income 5213 8617 4553 Loan Given 873654 138818 112820 Loan received back 468111 73820 125853 Miscellaneous Balances transfer from related party 045 018 003
Miscellaneous Balances transfer to related party 020 036 003
Adani Power Maharashtra Limited
Advance return - 5100 - Purchase of Material - 001 074 Loan Given 493536 - 30000 Loan received back 431295 - 30000 Interest income 5105 - 210 Advance received against Material - - 9644
Miscellaneous Balances transfer from related party 000 009 -
Miscellaneous Balances transfer to related party - 014 002
Adani Power Rajasthan Limited
Advance received - 10000 - Advance Repaid Back 10000
Interest Income 4700
Loan Given 179756
Loan received back 179756
EPC Revenue - 438 Purchase of Material - 115 Miscellaneous Balances transfer from related party - 015 001
Miscellaneous Balances transfer to related party - 013 008
Adani Ports amp Special Economic Zone Limited
Miscellaneous Balances transfer to related party 000 001 -
The Dhamra Port Company Limited
Miscellaneous Balances transfer to related party - 001 -
Udupi Power Corporation Limited
Miscellaneous Balances transfer to related party 016 011 003
Interest Expense 2500
Advance received - - 25000 Adani Power Dahej Limited
Miscellaneous Balances transfer from related party - - 000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
34
Miscellaneous Balances transfer to related party - 008 -
Adani Transmission (India) Limited
Interest Income - 734 6858 Miscellaneous Balances transfer to related party 013
Loan received back - 37711 22511
Adani Transmission Limited
Interest Income 8219 4881 1806 Loan Given 262736 89204 53436 Loan received back 63660 103015 57000 Miscellaneous Balances transfer from related party - 023 000
Miscellaneous Balances transfer to related party - - 000
Adani Wilmar Limited
Purchase of Goods 5531 23282 - Sales of Goods 28336
Loan taken - 5000 - Loan repaid - 5000 - Interest expense - 007 -
Adani Green Energy (Tamilnadu) Limited
EPC Revenue - 3326 33274 Loan Given 7434
Interest income 002
Reimbursement of Expenses 472
Miscellaneous Balances transfer from related party - 038 -
Miscellaneous Balances transfer to related party - 002 -
Gaya Solar (Bihar) Pvt Ltd
Loan taken - 1298 - Loan repaid 995 303 -
Kamuthi Renewable Energy Limited
EPC Revenue - 1732 11520 Interest income 001
Loan Given 2686
Reimbursement of Expenses - 134 -
Kamuthi Solar Power Limited
EPC Revenue - 9586 27014 Interest Income 003
Interest expense - 069 - Loan Given 9330
Loan received back 062
Loan taken - 7000 - Reimbursement of Expenses 346
Loan repaid - 7000 -
Ramnad Renewable Energy Limited
EPC Revenue 3181 10107 Interest income 000
Loan Given 652
Reimbursement of Expenses 162 - Miscellaneous Balances transfer to related party
004 -
Ramnad Solar Power Limited
EPC Revenue 243 13007 Interest income 001
Loan Given 2770
Reimbursement of Expenses 122 -
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
35
Adani Green Energy Limited
Miscellaneous Balances transfer from related party - 028 -
Interest income 657
Reimbursement of Expenses 038
Purchase of Goods 2289
Loan Given 143248
Loan received back 120176
Miscellaneous Balances transfer to related party - 020 000
Adani Green Energy (UP) Limited
Advance Received - 10050 - Interest expense 049
Loan Given 2256
Loan Repaid 13700
Loan taken 13700
Interest Income 001
Advance return - 10050 - Miscellaneous Balances transfer from related party - 007 -
Miscellaneous Balances transfer to related party - 001 -
Maharashtra Eastern Grid Power Transmission Company Limited
Interest income - - 4138 Loan Given - - 3000 Loan Received Back - - 38633 Miscellaneous Balances transfer from related party - 021 -
Miscellaneous Balances transfer to related party 007 000 -
Mundra Solar PV Limited
Reimbursement of expense - - 027 Advance Paid Back 2949
PMC Revenue 2450
Loan taken - 28523 - Loan repaid - 28523 - Interest expense - 797 - Interest income - 005 005 Loan Given - - 2005 Loan received back - 405 1600 Advance received - 7564 - Miscellaneous Balances transfer from related party 003 027 -
Miscellaneous Balances transfer to related party 010 000 002
Prayatna Developers Private Limited
Loan repaid 5432 29561 - Interest expense 282 333 055 Loan taken 499 32457 2664 Advance Received - 2503 - Advance return - 2503 - Miscellaneous Balances transfer from related party - 011 -
Miscellaneous Balances transfer to related party - 000 005
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
36
Parampujya Solar Energy Pvt Limited
Interest expense - 070 - Interest income 003
Loan Given 10221
Loan taken 3890 32367 - Loan repaid 20525 15732 - Miscellaneous Balances transfer from related party - 055 -
Miscellaneous Balances transfer to related party 019 000 -
Wardha Solar (Maharashtra) Private Limited
Miscellaneous Balances transfer to related party 024
Loan taken 1514 25384 - Loan repaid 25848 1050 -
Adani Township and Real Estate Co Private Limited
Interest expense - - 002 Loan taken - - 1850 Loan repaid - - 1850
Adani Properties Private Limited
Interest expense 366 063 012 Loan taken 109463 25000 3912 Loan repaid 24800 28692 220
Adani Rail Infra Private Limited
Interest income 3695 2852 - Loan Given 3329 33382 - Loan Received Back 33000 160 -
Adani Wind Energy (Gujarat) Pvt Ltd
Miscellaneous Balances transfer to related party 056
Adani Cementation Ltd
Miscellaneous Balances transfer to related party 015
Adani Power (Mundra) Ltd
Miscellaneous Balances transfer from related party 045
Miscellaneous Balances transfer to related party 020
Adani Infrastructure Management Services Ltd
PMC Revenue 612
Mundra Solar Technopark Pvt Ltd
Interest income 393
Loan Given 39750
Loan received back 16175
Adani Foundation Expenses towards Corporate Social Responcibility (CSR) activities
033 038 034
S B Adani Family Trust Reimbursement of Expense 000 000 000
Mr Jatinder Bhatnagar Remuneration 053
Mr KS Nagendra Remuneration 049
Mr Dev Prakash Joshi Remuneration 080 154 143
Mr Anil Kumar Gupta Remuneration 095 156 140
Mr Vipin Goel Remuneration 071 035 - Mr Divyang Majmudar Director Sitting Fees 000 001
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
37
Ms Nayanaben Gadhvi Director Sitting Fees 001 001
(Figures below Rs50000 are denominated by 000)
e Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark Nil
f Details of any inquiry inspections or investigations initiated or conducted under the Companies Act
or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries Also if there were any prosecutions filed (whether pending or not) fines imposed compounding of offences in the last three years immediately preceding the year of the offer letter and if so section-wise details thereof for the company and all of its subsidiaries Nil
g Details of acts of material frauds committed against the company in the last three years if any and if so the action taken by the company
Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
38
FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer Details of Share Capital as on
Share Capital INR A Authorized Share Capital 50000 Equity shares of Rs 10- each 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity shares of Rs 10- each fully paid 500000
The capital structure of the Company as on date of this Offer Letter is provided below
Share Capital In Rs (unless specified otherwise) A Authorized Share Capital 50000 Equity Shares 500000 B Issued Subscribed and Paid-up Share Capital 50000 Equity Shares 500000 C Present Issue Issue of debentures of face value of Rs
100000 each aggregating to not more than Rs 4900000000-
D Share Premium Account Before the Issue Nil After the Issue Nil
As on date of this Offer Letter the Company has no convertible instruments outstanding The paid-up share capital after this Issue is Rs 500000 Changes in capital structure of the Issuer as on last quarter end for the last 5 years As on there have been no changes in capital structure of the Issuer since the incorporation of the Issuer Equity share capital history of the Issuer as on
Date of Allotment
No of equity shares
Face value (Rs)
Issue price (Rs)
Nature of consideration
Nature of allotment
Cumulative no of equity shares
Cumulative Paid-up equity share capital (Rs)
Cumulative share premium Rs)
January 13 2010
50000 10 10 Cash Subscription to Memorandum
50000 500000 Nil
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
39
Details of the shareholding pattern of the Issuer as on 30 September 2018 Shareholding pattern of the Issuer
Note No shares of the Issuer have been pledged or encumbered List of the top 10 holders of equity shares of the Issuer as on 30 September 2018
Details of any acquisition or amalgamation of or by the Issuer in the last 1 year
Not Applicable
Details of any reorganization or reconstruction of the Issuer in the last 1 year
Not Applicable
Details regarding Auditors of the Company
Name Address Auditor Since SHAH DHANDHARIA amp CO
807 Abhijeet-1 Mithakali Six Roads Navrangpura Ahmedabad 380009
1st April 2018
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Sr No Particulars Equity Shares Held
No of shares in demat form
Total shareholding as of total no of Equity Shares
1 Adani Properties Private Limited (APPL)
49994 49994 99988
2 Gautam S Adani (Nominee of APPL) 1 - 0002 3 Rajesh S Adani (Nominee of APPL) 1 - 0002 4 Vasant S Adani (Nominee of APPL) 1 - 0002 5 Pranav V Adani (Nominee of APPL) 1 - 0002 6 Mahasukh S Adani (Nominee of APPL) 1 - 0002 7 Samir Vora (Nominee of APPL) 1 - 0002 TOTAL 50000 49994 100000
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
40
Details of the borrowings of the Issuer as on 30 September 2018 1) Details of secured loan facilities as on 30 September 2018
Lenderrsquos name Type of facility
Principal amount outstanding
Repayment date repayment schedule
Security
Yes Bank Term Loan Rs 1000 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 250 crs FY2018-19 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 717 crs FY2019-20 Charge over Assets of the Company
IndusInd Bank Term Loan Rs 537 crs FY2019-20 Charge over Assets of the Company
J M Financials Term Loan Rs 175 crs FY2019-20 Charge over Assets of the Company
2) Details of unsecured loan facilities as on 30 September 2018 (Rs In crores)
Lenderrsquos name Type of facility Principal amount outstanding
Repayment date repayment schedule
IndusInd Bank Term Loan Rs 950 crs FY2018-19
ECL Finance Limited Term Loan Rs 200 crs FY2019-20
Kotak Mahindra Prime Limited Term Loan Rs 200 crs FY2018-19
STCI Limited Term Loan Rs 75 crs FY2019-20 3) Details of non-convertible debentures as on 30 September 2018
Particulars Principal amount outstanding
Repayment date repayment schedule
NCD-I Rs 340 Cr FY2020-21
NCD-II Rs 500 Cr FY2020-21
NCD-III Rs 1000 Cr FY2019-20
NCD-IV Rs 1000 Cr FY2019-20
NCD-V Rs 175 Cr FY2019-20
NCD-VI Rs 250 Cr FY2020-21
NCD-VII Rs 300 Cr FY2021-22
4) List of the top 10 debenture holders of the Issuer as on 30 September 2018
Sr No Name of Debenture Holders 1 Aditya Birla Sun Life Trustee Private Limited 2 Citi Group 3 ICICI Prudential
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
41
4 Kotak Mahindra Trustee Co Ltd 5 Piramal Enterprises Limited
5) Details of the guarantee issued by the Issuer as on 30 September 2018
Not Applicable 6) Details of the commercial papers issued by the Issuer
Not Applicable
7) Details of any other borrowing of the Issuer (if any including hybrid debt instruments like FCCBs optionally convertible debentures or preference Shares as on Not Applicable
8) Details of all default(s) andor delays in payment of interest and principal of any kind of term
loans debt securities and other financial indebtedness including corporate guarantees issued by the Issuer in the past 5 years Not Applicable
9) Details of any outstanding borrowings taken and debt securities issued where taken or issued
(i) for consideration other than cash whether in whole or part (ii) at a premium or discount or (iii) in pursuance of an option Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
42
Profits of the company before and after making provision for tax for the three financial years immediately preceding the date of circulation of offer letter
Dividends declared by the company in respect of the said three financial years interest coverage ratio for last three years (Cash profit after tax plus interest paidinterest paid) No dividend has been declared by the Company in respect of the said three financial years Interest Coverage ratio or last three years
Particulars 2017-18 2016-17 2015-16 Interest Coverage Ratio 102 105 111
RevenueRevenue
Revenue from Operations 33642 36930 41354 95360 Other Income 48983 30538 23226 18962
Total Revenue 82625 67468 64580 114322
ExpensesPurchases of Material and Services 1575 127 11302 84117 Purchase of Traded goods 29480 33861 23282 - Employee Benefits Expenses 4324 6318 7410 7021 Finance Costs 46504 25764 19978 19033 Depreciation and Amortisation Expenses 013 034 040 047 Other Expenses 630 841 1520 2026
Total Expenses 82526 66945 63532 112244 Profit before exceptional items and tax 099 523 1048 2078
Exceptional items - - - - Profit before tax 099 523 1048 2078
Tax ExpenseCurrent Tax 061 156 413 729 Current Tax relating to prior year - - - - Deferred Tax (019) 047 049 043
042 203 462 772 Profit for the year 057 320 586 1306
Other Comprehensive Income
Items that will not be reclassified to profit or lossRemeasurement of defined benefit plans 045 081 093 606 Tax expense relating to remeasurement of defined benefit (016) (028) (032) (210)
Other Comprehensive Income (After Tax) 029 053 061 396
Total comprehensive income for the year 086 373 647 1702
Particulars For the year
ended31st March 2018
For the year ended
31st March 2017
For the year ended
31st March 2016
For the period ended
30th Sept 2018
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
43
A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter
Particulars 30-09-18 31-03-18 31-03-17 31-03-2016A ASSETS I NON CURRENT ASSETS
(a) PPE 068 080 117 157 (b) Intagible Assets 002 003 004 005 (c) DTA 050 047 122 203 (d) FA (i) Loans 827533 - - - (ii) Loans - 184863 - - (iii) Other Financials Assets 17522 17250 - - (e) Income Tax Assets (net) 992 810 512 330 (f) ONCA 425 394 311 257
Total Non Current Assets 846592 203447 1066 953
II CURRENT ASSETS(a) Inventories 173 - - 017 (b) Financial Assets (i) Investments - - 577 (ii) Trade Receivables 4196 127 656 46595 (iii) C amp CE 4357 3808 230 166 (iv) Bank 1668 211 351 171 (v) Loans and Advance 396833 722669 188206 184399 (vi) Other Financial Assets 47607 3522 6606 9146 (c) OCA 11388 10299 9979 4320
Total Current Assets 466222 740636 206028 245391 TOTAL 1312814 944083 207094 246344 EQUITY amp LIABILITIES
B (a) Equity Share Capital 005 005 005 005 (b) Other Equity 8568 8482 8109 7462
Total Equity 8573 8487 8114 7467
LIABILITIES I NON-CURRENT LIABILITIES
(a) Financial Liabilities (i) Borrowings 138912 482662 5560 - (i) Other Financials Liabilities 9787 6761 - - (b) Provisions 331 325 397 429
Total Non-current Liabilities 149030 489748 5957 429
II CURRENT LIABILITIES(a) Financial Liabilities (i) Borrowings 730303 409856 137971 154966 (ii) Trade Payables 2963 1848 6487 26601 (iii) Other Financial Liabilities 387782 1571 276 18826 (b) Provisions 198 171 246 207 (c) Other current Liabilities 33965 32402 48043 37848
Total Current Liabilities 1155211 445848 193023 238448 Total Liabilities 1304241 935596 198980 238877
TOTAL 1312814 944083 207094 246344
Restated as per IND AS Impact
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
44
Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter
Particulars
For the year
ended
For the year
ended
For the year
ended
31 March 2018
31 March 2017
31 March 2016
(A) Cash flow from operating activities
Profit before tax 52 105 208
Adjustment for
Depreciation and Amortization Expenses 03 04 04
Unrealised Foreign Exchange Fluctuation loss (Gain) 00 09 -09
Liabilities provisions no longer required written back -33 -05 -09
Interest income -2897 -2305 -1865
Legal amp subscription fees related to Issue of Debenture - - -
Net gain on sale of investments -14 -10 -05
Finance costs 2576 1998 1903
Operating profit before working capital changes -313 -204 227
Changes in working capital
Adjustments for (increase) decrease in operating assets
Inventories - 02 -02
Trade receivables 53 4594 -3607
Other Assets -52 -565 -182
Other Non-Current Assets -00 04 38
Adjustments for increase (decrease) in operating liabilities
Trade payables -431 -2007 1712
Other liabilities and Provisions -1579 1020 3358
-2009 3048 1317 Cash generated from operations -2322 2844 1544 Less Taxes Paid -45 -60 -94
Net cash generated from operating activities (A) -2367 2784 1450
(B) Cash flow from investing activities
Capital expenditure on Property Plant and Equipment including Intangible Assets -01 00 -08
Proceed from sale of Fixed Assets 01 - -
Proceed from sale of Investments (Net) 14 67 -27
Investment for Acquisition -1725 - -
Inter-corporate deposits (given) received back (Net) -71912 -379 4012
Margin Money Placed Withdrawal (Net) 14 -18 -17
Interest received 3206 2557 954
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
45
Net cash generated from investing activities (B) -70403 2227 4914
(C) Cash flow from financing activities
Proceeds from Long-term borrowings 48350 556 -
Repayment of Long-term borrowings -543 - -9000
Proceeds (Repayment) from Short-term borrowings (Net) 27205 -1708 4066
Finance Costs Paid -1884 -3853 -1420
Net cash used in financing activities (C) 73128 -5005 -6354
Net decrease in cash and cash equivalents (A)+(B)+(C) 358 06 10
Cash and cash equivalents at the beginning of the year 23 17 07
Cash and cash equivalents at the end of the year 381 23 17 (Figures below Rs50000 are denominated by 000)
Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company There is no change in accounting policies during the last three years and their effect on the profits and the reserves of the company Any material event development or change having implications on the financial credit quality (eg any material regulatory proceedings against the Issuer promoters tax litigations resulting in material liabilities corporate restructuring event etc) at the time of issue which may affect the issue or the investorrsquos decision to invest continue to invest in the debt securities There is no material event development or change having implications on the financials or credit quality at the time of Issue which may affect the Issue or the investorrsquos decision to invest or continue to invest in the Debentures Details of other provisional borrowings as on 30092018(Standalone) including any other issue of debt securities in past Long Term Borrowing ndash Rs 138912 Crores Short Term Borrowings ndash Rs 1074846 Crores Interim Accounts if any Not Applicable Total NCDs of maturity up to one year outstanding Not Applicable
Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans amp debt securities
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
46
Not Applicable Any conditions relating to tax exemption capital adequacy etc to be brought out fully in the documents Not Applicable
The following details in case of companies undertaking major expansion or new projects- (Copy of project appraisal may be made available on request) (a) Cost of the project with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology market etc) (e) Risk factors
Not Applicable
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
47
TERMS OF OFFER OR PURCHASE Terms of offer are set out in under Section ldquoParticulars of Offerrdquo above Below are the general terms and conditions Issue Issue of the Debentures of the face value of Rs 1000000 (Rupees Ten Lakhs Only) each aggregating to not more than Rs 4900000000 (Rupees four Hundred ninety Crores Only) on a private placement basis not open for public subscription The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor However the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act 2013 Compliance with laws The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act 2013 and other applicable provisions of the Companies Act 2013 the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 as amended from time to time and other applicable laws in this regards The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities Catalyst Trusteeship Limited has granted its consent for appointment has given its consent vide its letter dated 03 January 2019 issued to the Issuer for being appointed as the Debenture Trustee for the Issue of Debentures The copy of the consent letter from Catalyst Trusteeship Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed The Rating Agency has assigned rating of BWR AA- (SO)rdquo vide its letter dated 04 January 2019 (Attached as Annexure A) The rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations Such instruments carry very low credit risk The above ratings are not a recommendation to buy sell or hold the Debentures or other securities and investors should take their own decision The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating The ratings obtained are subject to revision at any point of time in the future The rating agencies have the right to suspend withdraw the rating at any time on the basis of new information etc If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent a copy of the same shall be disclosed In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines) the same shall be disclosed in the offer document
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
48
Not applicable Copy of consent letter from the Debenture Trustee shall be disclosed The Issuer confirms that Catalyst Trusteeship Limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 03 January 2019 issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Private Placement Offer cum Application Letter with BSE Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders The copy of the consent letter from Catalyst Trusteeship Limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure C Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited The details of BSE Limited are as below The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Phone +91 22 2272 12334 Fax +91 22 2272 1919 The Issuer confirms that it shall adhere to the applicable guidelines issued by the SEBI and RBI as applicable with regards to investment in to-be-listed non-convertible debentures (NCDs) bonds issued by an Indian company The Issuer understands that the Debentures would be blocked after issuance till the time they are listed If such listing is not done within 15 days of issuance the Issuer will ensure to dispose of the Debentures either by way of sale to a domestic investor or to the Issuer or in any other manner as advised by the regulators failing which an Event of Default will occur
Debenture Redemption Reserve The Issuer shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard Issueinstrument specific regulations - relevant details (Companies Act RBI guidelines etc)
As per paragraph 8 of the circular CIRIMDFIIC182010 dated November 26 2010 SEBI has allowed FIIs to invest in lsquoto be listedrsquo debt securities Also as per AP (DIR Series) Circular No 89 on 01 March 2012 by RBI SEBI registered FIIssub-accounts of FIIs can invest in primary issues of non-convertible debentures (NCDsBonds) only if listing of such NCDsBonds is committed to be done within 15 (Fifteen) days of such investment In case the NCDsBonds issued to the SEBI registered FIIs sub-accounts of FIIs are not listed within 15 (Fifteen) days of issuance to the SEBI registered FIIs sub-accounts of FIIs for any reason then FIIsub-account of FII shall immediately dispose of these bondsNCDs either by way of sale to a third party or to the issuer and the terms of offer to FIISub-accounts should contain a clause that the issuer of such debt securities shall immediately redeembuy-back the said securities from the FIIsub-account of FII in such an eventuality
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
49
Application Process 1) How to apply
Only lsquoEligible Investorsrsquo 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 The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form 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 applicantrsquos bank type of account and account number must be duly completed by the applicant
2) Payment instructions
The debenture application money must be remitted to the Companyrsquos bank account as per the details given below tthrough RTGSNEFT
Bank Name amp Address IFSC Code Bank Account No Type of Account
Name of beneficiary
Axis Bank Limited Ahmedabad Main Branch Law Garden Ahmedabad ndash 380 009
UTIB0000003 910020008985143 Current Account
Adani Infra (India) Limited
The Issuer assumes no responsibility for any applicationschequesdemand drafts lost in mail or in transit
3) Submission of completed Application Form
All applications duly completed accompanied by account payee cheques drafts application money transfer instructions from the respective investorrsquos account to the account of the Issuer shall be submitted in soft copy by way of email to kamleshpateladanicom and followed by the hard copy at the registered office of the Issuer subsequent to Pay-in Date
4) 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 Private Placement Offer cum Application Letter shall constitute andor deem to constitute an offer or an invitation to an offer to be made to the Indian public or any section thereof through this Private Placement Offer cum Application Letter and this Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act
This Private Placement Offer cum Application Letter and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures The categories of investors eligible to invest in the Debentures when addressed directly are (a) Companies body corporate and societies authorized to invest in debentures (b) Insurance companies and trusts authorized to invest in debentures
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
50
(c) Commercial banks financial institutions co-operative banks and regional rural banks etc (d) Non-banking finance companies and residuary non-banking finance companies (e) Mutual funds (f) FPIs and (g) Any other investor authorized to invest in these bonds
Note Participation by potential investors in the Issue may be subject to statutory andor 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
5) Application Procedure
Potential investors will be invited to subscribe by way of the Application Form prescribed in the Private Placement Offer cum Application Letter 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
6) 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 Adani Infra (India) Limited by the Deemed Date of Allotment
7) 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 RTGSNEFT
8) 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 or document if any must be lodged along with the submission of the completed Application Form Further modifications or 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 constitutional documents must be attached to the Application Form at the time of making the application failing which the Issuer reserves the full unqualified
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
51
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
In case of an application made by mutual funds FIIs and sub-accounts of FIIs a certified true copy of their SEBI registration certificate 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
9) PAN Number Every applicant should mention its Permanent Account Number (ldquoPANrdquo) 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
10) Issue Programme
Issue Opening Date Issue Closing Date Deemed Date of Allotment 10 January 2019 10 January 2019 11 January 2019
The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment at its sole discretion without giving any reasons therefore or prior notice Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Private Placement Offer cum Application Letter
11) Depository Arrangements
The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form
12) Debentures held in Dematerialized form
The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form The depository participantrsquos 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
13) 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
14) Trustee for the Debenture Holder(s) The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s) The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
52
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) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents 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 redemption premium and will take necessary action subject to and in accordance with the Debenture Trust Deed at the cost of the Issuer 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 the rights and remedies of the Debenture Holders and the manner of enforcement thereof
15) Sharing of Information
The Issuer may subject to applicable law exchange share or part with any financial or other information about the Debenture Holder(s) available with the Issuer with credit bureaus agencies and statutory bodies as may be required and the Issuer shall not be liable for use of the aforesaid information
16) 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
17) Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture
18) Notices
Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed
19) Debenture redemption reserve The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules 2014 and circulars issued by Central Government in this regard
20) 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
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
53
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 a 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 the production of the 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
21) 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 Companies Act 1956 the Companies Act 2013 and other applicable laws The provisions relating to transfer transmission and other related matters in respect of the shares of the Issuer contained in the articles of association of the Issuer the Companies Act 1956 and the Companies Act 2013 shall apply mutatis mutandis (to the extent applicable to debentures) to the Debentures as well The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by Depositories and the relevant depository participants 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 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 buyerrsquos depository participant account to his depository participant
Investors may note that subject to applicable law the Debentures of the Issuer would be issued and traded in dematerialised form only
22) Purchase and Sale of Debentures by the Issuer
The Issuer or its affiliates may at any time and from time to time purchase Debentures at the price available in the debt market in accordance with applicable law Such Debentures may at the option of the Issuer be cancelled held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer the Issuer or such affiliate(s) will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders
23) Effect of Holidays
Should any of the dates defined above or elsewhere in this Private Placement Offer cum Application Letter other than the Deemed Date of Allotment fall on a Sunday or is not a Business Day the next day (Business Day) shall be considered as the effective date(s) In case the Record
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
54
Date book closure date falls on a Sunday or is not a Business Day the day prior to the said date shall be the Record Date book closure date
24) Allotment Intimation
The Debentures will be allotted to investor in dematerialized form and will be directly creditedto the beneficiary account as given in the Application Form after verification
25) Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment
26) Record Date
The record date for repayment of redemption amount shall be 5 (five) days prior to the date of voluntary redemption or putcall option of such Debentures
27) Re-issue of Debentures
Where the Issuer has redeemed such Debentures subject to the provisions of the Companies Act and other applicable provisions the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right the Issuer shall have the power to re-issue such Debentures subject to the representations warranties and covenants of the Issuer under the Debenture Trust Deed being met either by re-issuing the same Debentures or by issuing other Debentures in their place
28) Refunds
For applicants whose applications have been rejected or allotted in part refund orders will be dispatched within 7 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 and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess if any
If the Debentures are not listed on the WDM Segment of the BSE Limited within 15 (fifteen) BSE Exchange Days the entire amount will be refunded to the Debenture Holders
29) Payment on Redemption
Payment on redemption will be made by way of cheque(s) redemption warrant(s) demand draft(s) credit through RTGSNEFT system funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiariesrsquo name and account number address bank details and depository participantrsquos identification number given by the Depositories to the Issuer and the Registrar and Transfer Agent as on the Record Date All such Debentures will be simultaneously redeemed through appropriate debit corporate action
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
55
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 and CDSL and accordingly the account of the Debenture Holder(s) with NSDL andor CDSL as the case may be will be adjusted
The Issuers liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events
Further the Issuer will not be liable to pay any compensation from the dates of such redemption On the Issuer dispatching the amount as specified above in respect of the Debentures the liability of the Issuer shall stand extinguished
MATERIAL CONTRACTS AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By the very nature and volume of its business the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer
However copies of these contracts referred below may be inspected at the Registered Office of the Issuer between 1000 am and 200 pm on any Business Day until the issue closing date
1 Memorandum and articles of association of the Issuer2 Certified true copy of the resolution passed by the Board dated 4th January 2019 approving the
issue of Debentures3 Certified true copy of the special resolution passed by the shareholders dated 21st August 2018
approving the issue of Debentures4 Certified true copy of the special resolutions passed by the shareholders of the Issuer under Section
180(1)(a) and Section 180(1)(c) of the Companies Act 2013 dated 7th August 2014 and 5th July2018 respectively
5 Copies of the annual reports of the Issuer for the last five years6 Rating letter from the Rating Agency7 The declaration by Mr Vipin Goel in respect of the Issue
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
57
ANNEXURES A Credit Rating Letter B Application Form C Consent letter of Debenture Trustee D Copy of Board Resolution E Copy of shareholdersrsquo Resolution F Declaration by Director
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
58
Annexure A ndash Credit Rating Letter
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
59
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
61
Annexure C - consent letter of Debenture Trustee
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
62
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
63
Annexure D - Copy of Board Resolution
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
64
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
65
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
66
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
67
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
68
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
69
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
Private amp Confidential ndash For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
70
Annexure E - Copy of shareholdersrsquo Resolution
- First Page
- 9 Information Memorandum
-
- First Page
- 9 Information Memorandum
-