godavari biorefineries limited · website: ; e-mail: [email protected]; compliance officer:...

Information Memorandum Dated: 23rd June, 2015

Private and Confidential - For Private Circulation only

(This Information Memorandum/Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

of 78

GODAVARI BIOREFINERIES LIMITED

Registered Office: Somaiya Bhavan, 45/47, M.G. Road, Fort, Mumbai- 400001

Website: www.somaiya.com; E-Mail: [email protected]; Compliance Officer: Rutika S. Pawar Godavari Biorefineries Limited was incorporated on January 12, 1956 under the provisions of the Companies Act, 1913 and the

CIN of the Company is U67120MH1956PLC009707

ISSUE BY WAY OF PRIVATE PLACEMENT BY GODAVARI BIOREFINERIES LIMITED (THE “COMPANY” /

“ISSUER”) OF 130 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF

Rs. 5,000,000 EACH (“NCDs”) AGGREGATING UPTO Rs. 650,000,000 (THE “ISSUE”)

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Securities and Exchange Board of India (“SEBI”) does not take any responsibility for this Issue in any manner nor does SEBI guarantee the accuracy or adequacy of this information Memorandum. Prospective investors are advised to carefully read the risk associated with the Issue.

GENERAL DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the NCDs to be issued by Godavari Biorefineries Limited. This Information Memorandum is for the exclusive use of the intended recipient(s) to whom it is addressed and delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information as required under Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, and that the information contained in this Information Memorandum is true and fair in all material l aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

CARE BBB- [Triple BBB Minus] by CARE Limited for Rs. 65 Crores of Non-Convertible Debentures. *Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk. CARE’s ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. *Modifiers {"+" (plus) / "-"(minus)} can be used with the rating symbols for the categories CARE AA to CARE C. The modifiers reflect the comparative standing within the category.

LISTING

The NCDs are proposed to be listed on the BSE Limited (“BSE” or the “Stock Exchange”). This Information Memorandum has been prepared for the purpose of listing of NCDs. This Information Memorandum is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to NCDs under any law for the time being in force.

ISSUE PROGRAM

Issue Opening Date: 23rd June, 2015 Issue Closing Date : 24th June, 2015 Deemed Date of Allotment : The date of the board resolution approving the allotment of NCDs passed at the meeting of the Board of Directors or Committee thereof authorised by the Board of Directors, which shall not be later than 1 day from the Pay-in Date. Note: The Company reserves the right to close the Issue earlier or extend the closing date from the aforesaid dates or change the Issue schedule including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior notice.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

IDBI TRUSTEESHIP SERVICES LIMITED

Asian Building, Ground Floor

17, R. Kamani Marg

Ballard Estate, Mumbai– 400 001

BIGSHARE SERVICES PRIVATE LIMITED

E-2/3, Ansa Industrial Estate

Sakivihar Road, Saki Naka

Andheri (East), Mumbai- 400 072

of 78

DEFINITIONS AND ABBREVIATIONS

Company related terms Term Description

“Company” or “Issuer” Godavari Biorefineries Limited, a public limited company incorporated under the Companies Act, 1913 and

having its registered office at Somaiya Bhavan, 45/47, M.G. Road, Fort, Mumbai- 400001. “AOA” or “Articles” or “Articles of Association”

Articles of association of the Company, as amended from time to time.

“Board of Directors” or “Board” or“BOD”

The Board of Directors of the Company or a committee constituted thereunder.

“Information Memorandum” or “Offer Document”

Information Memorandum/ Offer Document/ Offer Letter/Disclosure Document as per Form No. PAS-4 pursuant to Section 42of the Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014.

“Investor” or “Subscriber” Mandala Agribusiness Investments II Limited. “Promoters” Samir Shantilal Somaiya, Samir S. Somaiya Karta of S K Somaiya, HUF, Arpit Limited, Sindhur Construction

Private Limited, Filmedia Communication Systems Private Limited, Jasmine Trading Company Private Limited, K.J. Somaiya and Sons Private Limited, Karnataka Organic Chemicals Private Limited, Lakshmiwadi Mines & Minerals Private Limited, Somaiya Properties and Investments Private Limited, Somaiya Agencies Private Limited, Somaiya Chemicals Industries Private Limited, Sakarwadi Trading Company Private Limited, and Zenith Commercial Agencies Private Limited.

Issue related terms Term Description

Affiliate(s) Affiliate (s) shall mean with respect to any person, any other person directly or indirectly controlling,

controlled by, or under direct, in director common control with, such person. AGM Annual General Meeting. Application Form The form in which the Investor has applied for subscription to the NCDs. BSE BSE Limited. Beneficial owner(s) or Debenture Holder(s)

Holder(s) of the NCDs in physical form or dematerialised form as defined under Section 2of the Depositories Act.

CDSL Central Depository Services (India) Limited. Credit Rating Agency Credit Analysis & Research Limited. Debenture Trustee IDBI Trusteeship Services Limited. Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and

Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL. Depositories Act The Depositories Act, 1996, as amended from time to time. Designated Bank Bank of Baroda, CFS Branch , Fort, Mumbai. DP-ID Depository Participant Identification Number. EGM Extra-ordinary General Meeting. Equity Shares Equity shares of the Company of face value Rs. 10 each. FEMA The Foreign Exchange Management Act, 1999 and the rules and regulations thereunder. FII Foreign Institutional Investor as defined under the Securities and Exchange Board of India (Foreign

Institutional Investors) Regulations,1995 and registered with the SEBI under applicable laws in India. Information Memorandum This Information Memorandum dated 23rd June, 2015. Issue Closing Date 24th June, 2015 Issue Opening Date 23rd June, 2015 Material Documents All documents, agreements, contract, arrangement or transaction that are material for the Company to carry on

its Business. NCDs Secured, redeemable, non-convertible debentures of face value of Rs. 5,000,000 each. NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same

meaning as ascribed to such term in the FEMA. NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited. Outstanding Amounts All amounts payable to the Debenture Holders (including principal amounts, interest, and default interest, if

any) which are due and payable, as set out in the Debenture Trust Deed. OCB A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least

60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under FEMA.OCBs are not permitted to invest in this Issue.

PAN Permanent account number. RBI Reserve Bank of India. Record Date Fifteen(15) days prior to each Interest payment/redemption date, for determining the beneficiaries of the

NCDs for the interest payment and/or principal repayment. Registered Debenture Holder The register maintained by the Company containing the name of Debenture Holders entitled to receive

interest/redemption amount in respect of the NCDs on the Record Date, which shall be maintained at the

of 78

Registered Office. SCRA Securities Contracts (Regulations) Act, 1956. SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time Stock Exchange The BSE Limited. Transaction Documents All documents entered into in relation to the issuance of the NCDs and/or the creation of any Security Interest

and/or other rights and privileges of the Investor and the Debenture Trustee including but not limited to the Debenture Trust Deed, this Information Memorandum, and the Debenture Trust Deed and any other agreement or document so designated by the Debenture Trustee.

Working Days All days except Saturday, Sunday, and any days on which banks at Mumbai, India and Mauritius are not open for business.

of 78

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013

The table below sets out the disclosure requirements as provided in PAS-4 and the relevant pages in this Disclosure Document

where these disclosures, to the extent applicable, have been provided.

Sr.

No.

Disclosure Requirements Relevant Page of this

Disclosure Document

1. GENERAL INFORMATION

a. Name, address, website and other contact details of the company indicating both registered

office and corporate office.

16

b. Date of incorporation of the company. 21

c. Business carried on by the company and its subsidiaries with the details of branches or units, if

any.

16-17

d. Brief particulars of the management of the company. 17

e. Names, addresses, DIN and occupations of the directors. 19-21

f. Management’s perception of risk factors. 11-15

g. Details of default, if any, including therein the amount involved, duration of default and

present status, in repayment of:

28

(i) Statutory dues; 28

(ii) Debentures and interest thereon; 28

(iii) Deposits and interest thereon; and 28

(iv) Loan from any bank or financial institution and interest thereon. 28

h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of

the company, if any, for the private placement offer process.

16

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution. 62

b. Date of passing of resolution in the general meeting, authorising the offer of securities. 62

c. Kinds of securities offered (i.e. whether share or debenture) and class of security. 45

d. Price at which the security is being offered including the premium, if any, along with

justification of the price.

45

e. Name and address of the valuer who performed valuation of the security offered. NA

f. Amount which the company intends to raise by way of securities. 45

g. Terms of raising of securities: 45-51

(i) Duration, if applicable; 46

(ii) Rate of dividend; NA

of 78

Sr.

No.


Disclosure Document

(iii) Rate of interest; 46

(iv) Mode of payment; and 47

(v) Repayment. 47

h. Proposed time schedule for which the offer letter is valid. 1

i. Purposes and objects of the offer. 46

j. Contribution being made by the promoters or directors either as part of the offer or separately

in furtherance of such objects.

NA

k. Principle terms of assets charged as security, if applicable. 48

3. 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.

NA

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.

37

c. Remuneration of directors (during the current year and last three financial years). 43

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.

43

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.

44

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.

43

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.

42

4. FINANCIAL POSITION OF THE COMPANY

a. The capital structure of the company in the following manner in a tabular form:

(i)(a) The authorised, issued, subscribed and paid up capital (number of securities, description and 17

of 78

Sr.

No.


Disclosure Document

aggregate nominal value);

(b) Size of the present offer; and 45

(c) Paid up capital: 22-23

(A) After the offer; and 22-23

(B) After conversion of convertible instruments (if applicable); NA

(d) Share premium account (before and after the offer). 17

(ii) 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.

22-23

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.

22-23

b. 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.

30

c. 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 paid/interest paid).

24

d. 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.

29

e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation

of offer letter.

30

f. Any change in accounting policies during the last three years and their effect on the profits and

the reserves of the company.

28

5. A DECLARATION BY THE DIRECTORS THAT 63

a. The company has complied with the provisions of the Act and the rules made thereunder.

b. The compliance with the Act and the rules does not imply that payment of dividend or interest

or repayment of debentures, if applicable, is guaranteed by the Central Government.

c. The monies received under the offer shall be used only for the purposes and objects indicated

in the Offer letter.

I am authorised by the Board of Directors of the company vide resolution number 14 dated 19th March 2015to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely,

of 78

Sr.

No.


Disclosure Document

correctly and legibly attached to this form.

Signed:

Date:

Place:

Attachments:-

Copy of Board Resolution

Copy of Shareholders Resolution

Copy of Credit Rating Letter

Copy of Consent Letter From The Registrar And Transfer Agent

Copy of Consent From The Debenture Trustee IDBI trusteeship services limited

64-66 67

68-76 77 78

of 78

DISCLAIMER DISCLAIMER OF THE ISSUER

This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus. The issue of NCDs to be listed on the Stock Exchange is being made strictly on a private placement basis. 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 NCDs to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Information Memorandum has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and as amended from time to time and as per Rules prescribed under the Companies Act, 2013. As per Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014, copy of the Information Memorandum shall be filed with the Registrar of Companies, Mumbai within a period of 30 days of circulation of the private placement letter of offer. This Information Memorandum has been prepared to provide general information about the Issuer and the NCDs to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Issue. This Information Memorandum does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Issue is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to subscribe to the Issue or purchase any NCDs. Each investor contemplating subscribing to the Issue or purchasing any NCDs 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 NCDs and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the issue of the NCDs, and 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 not misleading, in the light of the circumstances under which they are made. No person has been authorised to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication byte Issuer and only such recipients are eligible to apply for the NCDs. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom Application Forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

of 78

Each person receiving this Information Memorandum acknowledges that:

� Such person has been afforded an opportunity to request and to review and has received all additional

information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and such person has not relied on any intermediary that may be associated with issuance of NCDs in connection with its investigation of the accuracy of such information or its investment decision;

� Neither the delivery of this Information Memorandum nor any issue of NCDs made hereunder shall, under

any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof;

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

or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the NCDs or the distribution of this Information Memorandum in any jurisdiction where such action is required. The distribution of this Information Memorandum and the offering of the NCDs may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.

DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Draft Information Memorandum has been submitted to the BSE Limited. (hereinafter referred to as "BSE") for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer's securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason of any thing stated or omitted to be stated herein or any other reason whatsoever. DISCLAIMER OF THE RESERVE BANK OF INDIA The securities have not been recommended or approved by the Reserve Bank of India nor does RBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the securities have been recommended for investment by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer Company, or the securities being issued by the Issuer Company or for the correctness of the statements made or opinions expressed in this document. Potential investors may make investment decision in the securities offered in terms of this Information Memorandum solely on the basis of their own analysis and RBI does not accept any responsibility about servicing/ repayment of such investment. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Information Memorandum has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted byes. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or forth correctness of the statements made or opinions expressed in this document. The issue of NCDs being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Issuer Company, any irregularities or lapses in this document.

of 78

DISCLAIMER OF THE TRUSTEE

The Trustees are not borrower or Principal Debtor or Guarantors of the monies paid/invested by the Investor for the Debentures. DISCLAIMER OF THE ISSUER

The Issuer confirms that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Issuer Company has made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. The Issuer Company accepts no responsibility for statements made otherwise than in this Information Memorandum or any other material issued by or at the instance of the Issuer Company and anyone placing reliance on another source of information would be doing so at his/her/their own risk. DISCLAIMER OF THE CREDIT RATING AGENCY

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

of 78

RISK FACTORS

Investments in the NCDs are not free of risk. The investments in NCDs can be subject to investment risk including

interest rate risk, credit risk and possible delays in repayment. The following are the risks envisaged by the

management of the Issuer and investors should consider these risk factors carefully for evaluating the trading or

profitability of the Issuer and its business before making any investment decision. Unless the context requires

otherwise, the risk factors described below apply to the Issuer only. It is however clarified that none of the risk

factors disclosed herein would in any way prejudice any of the obligations of the Issuer or the rights of the Investor

under any of the Transaction Documents.

The investors must rely on their own examination and investigation of the Issuer and its business, their promoters,

associate companies and the issue of NCDs including the risks and uncertainties involved. The Issuer and its

business are subject to risks, uncertainties and assumptions, internal as well as external, and could materially affect

the performance of the Issuer. The following are some of the important factors that could cause actual results to

differ materially from the Issuer’s expectations. The Issuer believes that the risks described below are the principal

ones inherent in this transaction for the prospective investors and the Issuer does not represent that the statement of

risks set out hereunder are exhaustive.

Limited Liquidity & Price Risk There is no assurance that a deep secondary market will develop for the NCDs. This could limit the ability of the investor to resell them. This leads to liquidity and price risk on the NCDs. Even if a secondary market develops and sales were to take place, these secondary transactions may be at a discount to the price (paid for the NCDs) due to changes in the interest rate structure. Risk in relation to the Security Under the Transaction Documents, the Issuer is obliged to provide security by way of mortgage/hypothecation over certain properties of the Company. However, the value of the security may increase or decrease from time to time and may not at all times be sufficient to cover the liabilities of the Issuer under the Transaction Documents. However, the Issuer shall agree to maintain minimum Fixed Asset Coverage Ratio of 1.2 at all times during the period the Debentures are outstanding. Delay, Delinquency & Credit Risk The NCDs represent an obligation of the Issuer and do not represent any other person associated with the issue. No financial recourse is available to the investors against any person other than the Issuer and the promoters of the Issuer under the Transaction Documents. Further, on default by the Issuer to repay its obligations, the Debenture Trustee may in terms of the Transaction Documents initiate legal proceedings for enforcement of the security interest. However, such proceedings are a long drawn process and fraught with litigation risk. Therefore, the enforcement of the security may not yield desired benefit to the investors. The investors may lose their investments in the NCDs on account of default by the Issuer.

Regulatory Risks Any change in the regulatory framework as applicable to the Issuer, may impact the Issuer which may in turn affect the investments of the investors in the NCDs.

of 78

Business Risks

The primary business of the Issuer is sugar, power/co-generation, specialty chemicals and ethanol. Therefore its business is subject to the general risks encountered in the sugar, power/co-generation and chemicals and ethanol industries. A number of factors, many of which are common to the sugar, power/co-generation and chemicals and ethanol industries are beyond the control of the Issuer, and such factors could affect the business of the Issuer.

RISK FACTORS RELATED TO THE SUGAR BUSINESS

1. Sugarcane is the principal raw material used for the production of Sugar. The Sugar business

depends on the availability of sugarcane and any shortage of sugarcane may adversely affect the

results of operations. A variety of factors beyond the control of the Company may contribute to a

shortage of sugarcane in any given crushing season. Some of the principle factors that could

contribute to a shortage of sugarcane are set forth below: Farmers are not required to grow sugarcane and may cultivate other crops.

The Company purchase all of our sugarcane directly from over 15,000 independent farmers. Under Indian law, any farmer who grows sugarcane within 15 kilometres from the sugar mill, known as the Reserved Area, is required to sell the sugarcane to the mill and the mills are bound by law to purchase any sugarcane grown within the reserved area. However, the farmers within the reserved area have not legal or contractual obligation to cultivate sugarcane and may instead grow other more profitable crops. If the farmers within our reserved area cultivate other crops, or otherwise limit their cultivation of sugarcane, The Company may have a shortage of raw material. Any reduction in the supply of sugarcane may adversely affect the financial condition and results of operations of the Company. Sugarcane grow within reserved area of the Company may be sold for other uses like fodder to other sugar

factories instead of the Company.

The Company works with the farmers to determine the harvesting schedule. However, if the farmers are able to realise a higher price for sales of sugarcane from other sugar factories or other users, the farmer may have an incentive to sell the sugarcane to parties other than the Company. Further, farmers may want to harvest the crop earlier than the Company has scheduled or grow other crops thereby disrupting the operations. To ensure that the farmers stay interested in selling sugarcane to us, The Company need to provide financial and other incentives to the farmers. Diversion of sugarcane within our cane area to other uses or other sugar plants reduces the sugarcane available to the Company and may adversely affect the financial condition and results of operations of the Company. Adverse weather conditions, crop disease, pest attacks may adversely affect sugarcane crop yields and

sugar recovery rates for any given harvest.

The sugar production depends on the volume and sucrose content of the sugarcane that is supplied to the Company. Crop yields and sucrose content depends primarily on the variety of sugarcane grown, the presence of any crop disease and weather conditions such as adequate rainfall and temperature, which vary. Adverse weather conditions have caused crop failures and reduced harvests and resulted into volatility in the sugar and ethanol industries and consequently in the operating results. Flood, drought or frost can adversely affect the supply and pricing of the agricultural commodities that The Company sell and use in our business. There can be no assurance that future weather patterns, potential crop disease or the cultivation of certain sugarcane crop varieties will not reduce the amount of sugarcane or sugar that the Company can recover in any given harvest. Any reduction in the amount of sugar recovered could have a material adverse effect on the results of operations.

of 78

2. The profitability depends significantly on the cost of primary raw material, sugarcane and the selling

price of sugar that the Company is able to obtain for sugar. The Company is not able to set the cost

of sugarcane or the selling price of the sugar. Some of the main reasons that contribute to

fluctuations in the margin between the raw material cost and the selling price of the sugar are set

forth below:

Under the Sugarcane (Control) Order, 1966, Government of India fixes the Fair and Remunerative Price (FRP) for sugarcane every year based on the recommendations of the Commission on Agricultural Costs & Prices which takes into account various factors like cost of cultivation, return to farmer, average recovery for previous year etc. The FRP is fixed for a given base level of recovery. This is the minimum price that the Company has to pay the farmers from whom the cane is purchased. The Company typically pays a price for sugarcane, which is at a premium to the FRP and is a function of overall availability of sugarcane and prices being paid by other mills in the region. The Company may be adversely affected if the Government raises the FRP, which in turn would affect the actual price paid. The situation may worsen in the event of a decrease in the price of sugar.

3. The Company operate in an industry where the market price for the products is cyclical and affected

by general economic conditions. The sugar industry has historically been subject to commodity cycles and is sensitive to changes in domestic and international market prices, supply and demand. The market in India has experienced periods of limited supply, causing sugar prices and industry profit margins to increase. Sugar imports are governed by policy of Government of India, which currently applies a 40% customs duty and other import tariffs on imported sugar. In the event of any changes in these policies, import of sugar may be an attractive option and which, in turn, would drop domestic prices and thereby impact our financial condition. Conversely, years of low production and declining sugar stocks may be followed by years of excess production that result in over-supply of sugar to the domestic markets, causing a decline in sugar prices and industry profit margins. Sugar prices in the international market may be affected due to excess production in other sugar producing countries, change in parities in the currency exchange rates of sugar exporting nations vis-à-vis US Dollar etc.

4. The prices the Company is able to obtain for the sugar that the Company produces depend largely on

prevailing market prices.

5. Increased competition from Maharashtra Sugar Mills

6. Sugar is a regulated industry

Sugar is an essential commodity and is included within the purview of the Essential Commodities Act, 1955 and consequently, its production, supply and distribution are regulated by the state and central government. The Cane Commissioner of each state reserves and assigns areas for the supply of sugarcane to factories on an equitable distribution basis. The purchase price of sugarcane is regulated and the central government fixes the minimum price of sugarcane termed the FRP, which must mandatorily be paid by sugar producers to sugarcane growers within a specified time. Various taxes and levies are also imposed on the purchase, use, consumption and sale of sugarcane. Any change in governmental or legal policies or the applicability of the present regulations and policies to the detriment, can adversely affect the business, operations and profitability.

of 78

RISKS IN RELATION TO CO-GENERATION BUSINESS

7. Bagasse which is derived from sugarcane, and other biomass based fuels are the basic raw materials

for our cogeneration business. Any constraint in the availability or fluctuations in the price of

sugarcane may affect the current or future capacity utilisation of the co-generation plant.

Bagasse and other biomass based products such as rice husk, cane trash, mustard stalk/husk woodchips, are raw materials for the co-generation business. Availability of the primary fuel, Bagasse is dependent on the supply of sugarcane. Further, these raw materials are also used in some industries such as paper and paperboard. The availability of Bagasse and other biomass based raw materials for cogeneration is subject to changes in the consumption patterns and other market forces in such other industries. Additionally, other industries may offer higher prices which may divert the supply of externally sourced raw materials, which may in turn adversely affect the availability or pricing of these raw materials could impact the cogeneration business and the profitability. Any constraint in the availability of sugarcane may affect the availability of Bagasse and consequently the business of the cogeneration plant of the Company.

8. The Company has not yet entered into a power purchase agreement for sale of power generated at

the unit. The Company is exporting about 25 mw power. However, The Company doesn’t have any long term power purchase agreement for sell of power generated by our unit. The Company sells the power through short term bilateral agreement with power purchaser or sell power on power exchanges. Due to this, the Company may be required to sell power on very low rates whenever there is insufficient demand.

RISKS IN RELATION TO DISTILLERY BUSINESS

9. The Distillery business is molasses based, which is derived from sugarcane. Any constraint in the

availability of sugarcane may affect the current or future capacity utilisation of the Distillery

business.

One of the bye-products of sugar production is molasses. The Distillery uses molasses as raw material for production of ethanol. Though in the past, the Company had resorted to purchase of molasses from other sugar mills, currently the dependence on external supply of raw materials is minimal. Any constraint in the availability of molasses, will affect the results of the Distillery business.

10. RISK FACTORS RELATED TO CHEMICAL BUSINESS: The Company is manufacturing chemicals in the Plant in Maharashtra, which is an “Export Oriented Unit” (EOU). Most of the chemicals, which the Company manufactures are, based on alcohol as raw material along with other raw materials namely Acetic Acid, Methyl Ethyl Ketone etc. The Company markets the chemicals in domestic as well as international market. However, being an EOU, the Company has to export at least 67% of the total sales over a period of 5 years. The Company can sell the balance 33% either in domestic market or in international market.

11. RISK ASSOCIATED WITH RAW MATERIALS:

Alcohol, which is primary raw material for the chemicals manufactured by the Company, is produced from Molasses, a by-product of sugar industry. Alcohol production is thus dependant on the sugar production in India. The Company purchase alcohol from distilleries within State of Maharashtra. Alcohol availability for the chemical plant in State of Maharashtra is therefore dependant on sugar and molasses production in State of Maharashtra and neighbouring states.

of 78

Alcohol price is also dependant on demand from competing consumers of alcohol namely beverage industry, chemical industry and fuel blending requirements as per the policy of Government of India. It also depends on the price fixed by Government of India for ethanol used for blending with petrol. Another important raw material used is Acetic acid, which is essentially used in manufacturing of the finished product i.e. Ethyl Acetate. The Price of Acetic acid is dependent on international market conditions as the Company essentially imports Acetic acid from various manufacturers and international traders. Since The Company are importing Acetic acid, it also carries risk due to fluctuations in the parity of USD & INR.

RISK ASSOCIATED WITH FINISHED PRODUCTS:

The Company manufactures and export Ethyl Acetate, Crotonaldehyde and other derivatives from Ethanol. The Company exports about 70% of the production of Ethyl Acetate and more than 90% of production of Crotonaldehyde. Hence, the prices of these products are essentially driven by international market conditions especially in Europe, which is main destination of exports. It is also affected due to foreign exchange fluctuations between USD & Euro as well as USD & INR and Euro & INR.

12. OTHER BUSINESS RISKS: The operations create environmental challenges, and changes in environmental laws and regulations

may expose us to liability and result in increased costs.

The sugar manufacturing, power generation and ethanol plants are subject to, among other laws, environmental laws and regulations promulgated by the Ministry of Environment of Government of India, the Maharashtra State Pollution Control Board and the Karnataka State Pollution Control Board. These include laws and regulations that limit the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of hazardous waste materials. The Company expect that environmental laws will continue to become stricter. Some of these laws and regulations may be subject to varying and conflicting interpretations. Many of these laws and regulations provide for substantial fines and potential criminal sanctions for violations and require the installation of costly pollution control equipment or operations changes to limit pollution emissions and/or reduce the likelihood or impact of hazardous substances releases, whether permitted or not. In some cases, compliance with the environmental, health and safety laws and regulations might only be achievable by capital expenditures, such as the installation of pollution control equipment. The Company cannot accurately predict future developments, such as increasingly strict environmental laws or regulations and inspection and enforcement policies resulting in higher compliance costs. The Company also cannot predict with certainty the extent of future liabilities and claim against the Company.

of 78

GENERAL INFORMATION

1. Issuer information

Issuer name Godavari Biorefineries Limited CIN U67120MH1956PLC009707

Registered and corporate

office

Somaiya Bhavan, 45/47, M.G. Road, Fort, Mumbai- 400001

Telephone Nos. (91-22) 61702100 / 61702174 Fax Nos. (91-22) 22047297 Compliance officer Rutika S. Pawar

Somaiya Bhavan, 45/47, Mahatma Gandhi Road, Fort, Mumbai - 400 001. Phone : (91-22) 61702100 / 61702174 Fax : (91-22) 22047297 Website: www.somaiya.com E-mail: [email protected]

Chief Financial Officer Naresh S. Khetan

Arranger, if any Not applicable

Trustee of the Issue IDBI Trusteeship Services Limited

Registrar to the Issue Bigshare Services Private Limited

Credit rating agency to the

Issue

Credit Analysis & Research Limited

Auditors of the Issuer Desai Saksena & Associates, Chartered Accountants 2. Brief summary of the business/activities of the Company and its line of business

(a) Overview

Business carried on by the Company: The Company is engaged in the business of manufacturing and marketing of sugar and associated products derived from sugarcane and other agro feedstock; manufacture of chemicals and related products; the generation and sale of power and fuels from the byproducts and remnants of sugarcane and other agro feedstock and products; wholesale trading and other commercial activities and any and all other activities which are related to, incidental to or conducive, whether directly or indirectly, to the attainment of the foregoing objects as undertaken by the Company. Details of Units: S.No. Unit Location Address

1 Sugar Mill, Distillery& Co-generation Plant Sameerwadi (via Mahalingpur) Dist. Bagalkot, Karnataka 587316

2 Distillery& Chemical Plant

Sakarwadi (Stn.Kanhegaon) Dist. Ahmednagar, Maharashtra 413708

Business carried on by the Subsidiaries:

1. Solar Magic Pvt. Ltd. : The Company is engaged manufacturing of solar dried raisins,

other fruits and farm products and in providing the services to the farmers by way of sale and supply of fertilizers, irrigation facilities and other agriculture inputs.

2. Cayuga Investments B.V.: The Company is engaged in investment activities and has two subsidiaries viz. Godavari Biorefineries B.V. and Godavari Biorefineries Inc.

of 78

Business carried on by the Step Down Subsidiaries:

1. Godavari Biorefineries B.V., Amsterdam: To act as intermediaries, consultants to provide

support services, penetrate USA markets. 2. Godavari Biorefineries Inc., USA: To act as intermediaries, consultants to provide

support services, penetrate USA markets. (b) Corporate structure as on the date of this Information Memorandum

The Company is managed by professional team of management guided by Shri Samir S. Somaiya,

Chairman & Managing Director and Executive Directors.

1 Shri Samir S. Somaiya Chairman and Managing Director 2 Shri V.V. Joshi Executive Director 3 Shri S.N. Bableshwar Director (Works), Sameerwadi 4 Shri G. M. Kajaria Director (Works), Sakarwadi 5 Shri Naresh S. Khetan Chief Financial Officer 6 Shri S. Vasan Sr. General Manager (Production) 7 Dr. Sangeeta Srivastava General Manager (R&D) 8 Shri S.G. Mokashi General Manager (Marketing) 9 Shri N. V. Padhiyar General Manager (Cane) 10 Shri Bhalchandra.R. Bakshi General Manager (Personnel Administration, Industrial

Relations & Public Relations) 11 Shri Bhaskar Joshi General Manager (Human Resources) 12 Shri Atul Naik General Manager (Purchase) 13 Smt. Rutika Pawar Company Secretary

(c) Capital structure of the Company as on the date of this Information Memorandum

S. No. Particulars Amount (Rs.)

A Authorized Capital

42,000,000 Equity Shares of Rs. 10/- each 1,800,000 Preference Shares of Rs. 100/- each

600,000,000 B Issued, Subscribed and Paid up Capital

35,737,747 Equity Shares of Rs. 10/- each

357,377,470 C Size of the Present Issue

130 Senior Secured, Redeemable, Non-Convertible Debentures of face value Rs. 5,000,000 each

650,000,000

D Issued, Subscribed And Paid-Up Equity Share Capital After the Issue 35,737,747 equity shares of Rs. 10/- each

357,377,470

E Share Premium Account

Before the offer After the offer

1,530,867,530 1,530,867,530

(d) Details of the shareholding of the Company (i) Details of the equity shareholding of the Company as on the date of this Information

Memorandum

S. No. Name of shareholders No. of Equity Shares

of Rs.10/- each

Percentage of

Share Capital

A PROMOTERS HOLDING

1 Shri Samir Shantilal Somaiya 3,667,815 10.26 2 Shri Samir S. Somaiya Karta of S K Somaiya, HUF 149,950 0.42 3 Arpit Limited 73,000 0.20 4 Sindhur Construction Pvt. Ltd. 2,605,120 7.29 5 Filmedia Communication Systems Pvt. Ltd. 700,000 1.96 7 K.J. Somaiya and Sons Pvt. Ltd. 371,250 1.04 8 Karnataka Organic Chemicals Pvt. Ltd. 250,000 0.70 9 Lakshmiwadi Mines & Minerals Pvt. Ltd 5,193,462 14.53

10 Somaiya Properties and Investments Pvt. Ltd. 120,000 0.34 11 Somaiya Agencies Pvt. Ltd. 8,549,965 23.92

of 78

S. No. Name of shareholders No. of Equity Shares

of Rs.10/- each

Percentage of

Share Capital

12 Somaiya Chemicals Industries Pvt. Ltd. 20,000 0.06 13 Sakarwadi Trading Company Pvt. Ltd 4,981,952 13.94 14 Zenith Commercial Agencies Pvt. Ltd. 630,000 1.76 15 Jasmine Trading Co. Pvt. Ltd. 145,000 0.41 Promoters’ Holding = A 27,457,514 76.83

B NON PROMOTERS’ HOLDING

16 Smt. Mayadevi Shantilal Somaiya 527,680 1.48 17 Dr. S K Somaiya (Harinakshi Somaiya (B) Trust) 300,000 0.84 18 Leelaben Madhavji Kotak 19,350 0.05 19 Savitriben Hariram Daiya 19,350 0.05 20 Divyaprabha Chandrasinha Mirani 19,350 0.05 21 Jankiben Buddhidhan Thakkar 19,350 0.05 22 Bhartiben Vasantbhai Thakkar 19,350 0.05 23 Nirupama Kulinbhai Maskai 19,350 0.05 24 Pratima P. Thaker 19,350 0.05 25 Trustees of Sameerwadi Sugarcane Farmers'Welfare

Trust : Narsang Vaghjibhai Padhiyar, Pandappa Rangappa Channal, Bhalachandra Raghavendra Bakshi, Veerabhadrappa Rudrappa Terdal, Pralahad Narayanrao Desai

2,269,600 6.35

26 Ankit Raj Organo Chemicals Limited 112,500 0.31 27 Dharmeshi Morarji Popat 1,000 negligible 28 Ramesh J. Dalal 1,000 negligible 29 Kirti Hansraj Kothari 1,000 negligible 30 Prasan A. Firodia 1,150 negligible 31 Fardun Mulla 500 negligible 32 Priti Amit Sheth 1,000 negligible 33 S.V. Muzumdar 210 negligible 34 Mohan Gopal Kamath 140 negligible 35 Vijai Singh Bharkatiya 350 negligible 36 Abhay Singh Bharkatiya 350 negligible 37 Akshay Singh Bharkatiya 350 negligible 38 Kuntala P. Muzumdar jointly with Pratima Kapur 225 negligible 39 Kuntala P. Muzumdar jointly with Girish Muzumdar 225 negligible 40 Rajan P Kavadia 7,740 0.02% 41 Chandrika N. Sayta 7,740 0.02% 42 Naval Mulla 500 negligible 43 Jayesh H. Kotak 8,990 0.03% 44 Vijay V. Mithani 68,750 0.19% 45 Upendra V. Mithani 68,750 0.19% 46 Mandala Capital AG Limited 4,765,033 13.33%

Total Non- Promoters' Holding = B 8,280,233 23.169%

Total Shareholding (A+B) 35,737,747 100.00%

(ii) List of top ten holders of Equity Shares as on the date of this Information Memorandum

S No. Name of Shareholder No. of

shares

% shareholding

1. Somaiya Agencies Private Limited 8,549,965 23.92% 2. Lakshmiwadi Mines & Minerals Private Limited 5,193,462 14.53% 3. Sakarwadi Trading Company Private Limited 4,981,952 13.94% 4. Mandala Capital AG Limited 4,765,033 13.33% 5. Shri Samir Shantilal Somaiya 3,667,815 10.26% 6. Sindhur Construction Private Limited 2,605,120 7.29% 7. Trustees of Sameerwadi Sugarcane Farmers'Welfare Trust :

Narsang Vaghjibhai Padhiyar, Pandappa Rangappa Channal, Bhalachandra Raghavendra Bakshi, Veerabhadrappa Rudrappa Terdal, Pralahad Narayanrao Desai

2,269,600 6.35%

8. Filmedia Communication Systems Private Limited 700,000 1.96% 9. Zenith Commercial Agencies Private Limited 630,000 1.76% 10. Smt. Mayadevi Shantilal Somaiya 5,276,800 1.48%

of 78

3. Our management

Details of the current Directors of the Company

S. No. Name, designation, father's

name, DIN and occupation

Age

(years)

Address Date of

Appointment

Other Directorships

1. Samir Shantilal Somaiya

Chairman & Managing Director S/o Late Dr. Shantilal Somaiya DIN: 00295458 Occupation: Industrialist

47 'Padmanabh', 10, M. L. Dahanukar Marg, Mumbai 400 026.

22/06/2007 � Lakshmiwadi Mines And Minerals Private Limited

� Somaiya Agencies Private Limited � Solar Magic Private Limited � Somaiya Properties And

Investments Private Limited � Indian Sugar Exim Corporation

Ltd. � Genesis Labs Limited � Sakarwadi Trading Company

Private Limited

2. Vinay V. Joshi Executive Director S/o Venkatesh Joshi DIN: 00300227 Occupation: Service

61 C-712, Dev Deveshwar C.H.S., Teli Gali Cross Road, Andheri (East), Mumbai 400 069.

28/09/2010 � The Book Centre Limited � Solar Magic Private Limited

3. Shrinivas N. Bableshwar Director (Works) S/o Shri Narayanrao Bableshwar DIN: 05101183 Occupation: Service

64 SOB 4/4, G S M QTRS Sameerwadi, Taluka: Mudhol, Dist.: Bagalkot, Karnataka 587 316.

28/09/2011 � Solar Magic Private Limited

4. Girish M. Kajaria Director (Works) S/o Mavajibhai Kajaria DIN: 02263052 Occupation: Service

66 At Post Sakarwadi, Taluka Kopargoan, District Ahmednagar 413 708

20/06/2014 � PentokeyOrgany (India) Limited � Somaiya Chemical Industries

Private Limited � Somaiya Properties and

Investments Private Limited

5. Dr. Badrinarayan Ramulal Barwale Non Executive Director S/o Ramulal Barwale DIN: 00001479 Occupation: Industrialist

84 72-B, 'Urvashi', Petit Estate, Napean Sea Road, Mumbai 400 006.

24/04/2009 � Maharashtra Hybrid Seeds Company Limited

� Jalna Seeds Processing and Refrigeration Company Limited

� Amritlal Chemaux Private Limited � Shrenuj and Company Limited � Barwale Foundation � Almet Healthcare Private Limited � Rajur Ganapati Investment and

Trading Private Limited � Dudhna Investment and Trading

Private Limited � Harbhajan Investment and Trading

Private Limited � Harirani Investment and Trading

Private Limited � John Fowler Ocular Lenses Private

Limited � John Fowler (India) Private

Limited � Gangabishan Bhikulal Investment

and Trading Limited � Mahyco Monsanto Biotech (India)

of 78



Age

(years)

Address Date of

Appointment

Other Directorships

Limited

� Dickinson Fowler Private Limited � Fowler Westrup (India) Private

Limited � Maharaja Agresen Foundation � Sungro Seeds Limited

6. Indubhai Chaturbhai Patel

Non Executive & Independent Director S/o Shri Chaturbhai Patel DIN: 00456456 Occupation: Consultant

87 P-68, South Extention, Part II, New Delhi 110 049.

24/04/2009 Nil

7. Kailash Pershad Non Executive & Independent Director S/o Shri Guru Pershad DIN: 00503603 Occupation: Consultant

75 D 31, 5th Floor, New Chandra CHS, Opp. Reliance Fresh, Off Veera Desai Road, Andheri (West), Mumbai 400 053.

24/04/2009 � Indokem Limited

8. Dr. Kondapuram Vijaya Raghavan Non Executive & Independent Director S/o Shri. Vijay Raghavan DIN: 00144054 Occupation: Professor and Consultant

72 INAE, Distinguished Professor, Reaction Engineering Laboratory, Indian Institute of Chemical Technology, Uppal Road, Hyderabad 500007.

24/04/2009 � Suven Life Sciences Limited

9. Jayendra Shah Non Executive & Independent Director S/o Natwarlal Shah DIN: 00084759 Occupation: Consultant

56 52, Apurva Building, 5th Floor, Napean Sea Road, Mumbai 400 036

21/09/2012 � Meghraj Capital Advisors Private Limited

� Trans Continental Capital Advisors Private Limited

� The State Trading Corporation Of India Limited

� Anandji Haridas And Company Private Limited

� Somaiya Properties And Investments Private Limited

10. Paul Zorner Non Executive Director S/o Oscar Lee Zorner DIN: 01888805 Occupation: Consultant

61 1720, Hygeia Avenue, Encinitas, California 92024, United States of America.

21/09/2012 � Godavari Biorefineries Inc � Bleujaune Advisors Inc � SensorygenInc � Finistere Ventures, Venture Partner

11. Werner Wutscher Non Executive Director S/o WalfriedWutcher DIN: 06456562 Occupation: Consultant

47 Wolkersbergenstrasse 172/1, 1130, Vienna, 1130, Austria

21/09/2012 � Zielpunkt GmbH � Österreichische Bundesforste AG

12. Uday Garg Investor Nominee Director

36 62, Jupiter Apartments, Altamount Road, Mumbai – 400026

19/03/2015 � Tunip Agro Limited � Varuna Water Resources Private

Limited

of 78



Age

(years)

Address Date of

Appointment

Other Directorships

S/o Ramakant Garg DIN: 03285941 Occupation: Business

� Gati Kausar India Limited � Sustainable Agro-Commercial

Finance Limited

13. Mohan Somanathan Non-Executive Director S/o Somanathan Srinivasan DIN:03184356 Occupation: Service

57 D1/1,M.I.D.C. Lote Parshuram,A/P Lote MIDC Tal Khed Dist Ratnagiri- 415722

19/03/2015 � Pentokey Organy (India) Limited

Names of the current Directors who are appearing in the RBI defaulter list and/or ECGC/CIBIL default list:

1. Mr. Kailash Pershad: appearing against M/s Indokem Limited (The default was upto 31.03.2005 and thereafter all their dues were

paid), as per RBI defaulters’ list dated 30.09.2013. He is a Non-executive Director in M/s Indokem Limited. Mr. Kailash Pershad name is also appearing in the CIBIL List of Defaulting borrowers for M/s. Kalyan Solvent Extraction Limited.

2. Mr. Indubhai Patel appearing against M/s Apex Electicals Ltd. as per ECGC Caution list dated 31.04.2014. However, he is not presently Director of M/s Apex Electicals Ltd.

3. Mr. K.V. Raghavan appearing against M/s Leatherman Fabrics Pvt. Ltd. as per ECGC Caution list dated 31.04.2014

4. Brief history of the Issuer Godavari Biorefineries Limited is a Company incorporated under the provisions of Indian Companies Act, 1913, having its registered office at Somaiya Bhavan 45-47, M.G. Road, Fort, Mumbai-400 001, India. Godavari Biorefineries Limited’s origins can be traced to The Godavari Sugar Mills Limited, which was founded in 1939 by Late Padmabhushan Shri Karamshibhai Jethabhai Somaiya (1902-1999). The Godavari Sugar Mills Limited transferred its operating assets, namely, sugar, power, chemical & distillery business to the Company, on a going concern basis, on March 20, 2009 with effect from April 01, 2008, vide an order from the High Court of Bombay. The Company is a fully integrated unit and is among the top sugar companies in India. The quality of its sugar is also comparable to the best and therefore fetches premium in the domestic and international markets. The Company is one of the largest producers of alcohol and a pioneer in manufacture of alcohol based chemicals in India. The Company manufactures various products from renewable resources, thereby forming an entire value chain right from sugarcane to sugar and other value added products like power, ethanol, bio-fertilizers etc. The Company’s chemical unit at Sakarwadi, Maharashtra is an export oriented unit (EOU). The Company is actively pursuing the goal of creating a unique bio-refinery using green and renewable sugarcane as a feedstock.

i. Major events Year Event

1956 Company was incorporated as ‘Godavari Investment and Finance Corporation Limited’ on 12th January 1956 2006 The name of the Company was changed from ‘Godavari Investment and Finance Corporation Limited’ to

‘Godavari Biorefineries Limited’ 2009 The Godavari Sugar Mills Limited transferred its operating assets, namely, Sugar, Power, Chemical

&Distillery business to the Company, on a Going Concern basis, on March 20, 2009 with effect from April 01, 2008, vide a demerger order from the High Court of Bombay

of 78

ii. Share Capital History

i) Changes in the authorised share capital of the Company since incorporation Date From (Rs.) Increase (Rs.) Authorised capital

after enhancement

(Rs.)

Particulars of increase

500,000 - - Since Incorporation 25/03/2009 500,000 59,95,00,000 60,00,00,000 Increased

ii) Share capital history of the Company since incorporation

Equity Share Capital:

Date of

Allotment

No. of

Equity Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Consideration

(Cash,other

than

cash, etc)

Rs. in Lacs

Nature of

Allotment

Cumulative

No of

equity

shares

Equity

Share

Capital

(Rs. in

Lacs)

Equity Share

Premium

(Rs. in

Lacs)

At the time of Incorporation

50,000 10 10 5.00 50,000 5.00 0

Transferred on Demerger

290.00

24/04/2009 27,482,500 10 NIL NIL Issued pursuant to Scheme of Demerger

27,532,500 2753.25 290.00

20/11/2009 1,954,350 10 200 3908.70 Issued on preferential issue basis

29,486,850 2948.69 4,003.27

16/02/2010 550,000 10 200 1100.00 Issued on preferential issue basis.

30,036,850 3003.69 5,048.27

30/03/2010 565,250 10 200 1130.50 Issued on preferential issue basis.

30,602,100 3060.21 6,122.24

30/03/2015 4,765,033 10 188.88 9000.00 Private placement of shares

35,367,133 3536.71 14,645.74

30/03/2015 370,614 10 188.88 Conversion of fully paid up

preference shares

35,737,747 3573.78 15,308.68

of 78

Preference Share Capital:

Date of

Allotment

No. of

Preference

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Consideration

(Cash,

other than

cash, etc)

Rs. in Lacs

Nature of

Allotment/Redemp

tion

Cumulative

No of

Preferenc

e

shares

Preference

Share

Capital

(Rs. in Lacs)

Share

Premiu

m (Rs.

in Lacs)

24/04/2009 1,800,000 100 100 NIL Issued pursuant to Scheme of Demerger

1,800,000 1800.00 0

14/12/2009 1,100,000 - - NIL Redemption 700,000 700.00 -

24/03/2014 500,000 100 100 NIL Issued on right basis 1200,000 1200.00 0

26/08/2014 550,000 100 100 NIL Issued on right basis 1,750,000 1750.00 0

30/03/2015 700,000 100 - - Converted into 370,614 equity shares of fully paid of face value of Rs. 10/- each @188.88 per share

1,050,000 1050.00 0

30/03/2015 1050,000 100 - - Redemption 0 0 0

iii. Details of any acquisition or amalgamation in the past one year: Not applicable

iv. Details of any reorganisation or reconstruction in the past one year: Not applicable

v. Details of change in Directors in the past three years Name, Designation and DIN Date of appointment /

resignation

Director of the

Company since

(in case of

resignation)

Remarks

Jayendra Shah September 21, 2012 - Appointed as Additional Non-Executive Director

Paul Zorner September 21, 2012 - Appointed as Additional Non-Executive Director

Werner Wutscher September 21, 2012 - Appointed as Additional Non-Executive Director

Anilkumar Ramprit Jaiswara April 22, 2013 June 17, 2009 Withdrawal of Nomination by IDBI Bank Limited

Late Rooshikumar Pandya April 13, 2013 April 24, 2009 Ceased to be Director due to death

Girish M. Kajaria June 20, 2014 - Appointed as Director, Works (Sakarwadi Unit)

Sanjay Kumar Gupta February 5, 2015 July 16, 2013 Withdrawal of Nomination by IDBI Bank Limited

Uday Garg March 19, 2015 - Appointed as Investor Nominee Director on behalf of Mandala Capital AG Limited

S. Mohan March 19, 2015 - Appointed as Additional

Non-Executive Director

of 78

vi. Auditors of the Company

Desai Saksena & Associates, Chartered Accountants Laxmi Building, 1st Floor, Sir P M Road, Fort, Mumbai Tel: (9140) 6630 8200 Fax: (91 40) 6630 8230

vii. Details of change in auditors in the past three years

Nil

viii. Dividends declared by the Company in respect of the past three financial years

(Rs.in lacs) Financial year

2013-14

Financial year

2012-13

Financial year

2011-12

NIL On Equity: Rs. 91.81 Lacs (3%)

On Preference Shares: Rs. 84.00 Lacs (12%) On Equity: Rs. 306.02 Lacs (10%)

On Preference Shares: Rs. 63.00 Lacs (12%)

ix. Interest coverage ratio

Rs. In Lacs Financial Year ending 31-Mar, 14 31-Mar, 13 31-Mar, 12

PAT (3,218) 402 625 Add: Depreciation 3,874 3,660 2,511 Add: Sundry Debit/Credit Balances Written off/(Back) -Net (17) (140) (27) Add: Provision for Diminution in Investment Value (0) 0 1 Add: Provision for Taxes - 126 210 Add: Deferred Tax - 103 200 Add: Unrealised Foreign Currency (Gain)/Losses 599 225 207 Add: Interest Expenses 9,981 8,926 6,289 Cash Available 11,220 13,302 10,014

Interest Expenses 9,981 8,926 6,289 Interest Coverage Ratio 1.12 1.49 1.59

x. Key operational and financial parameters

(In Rs. Lacs)

Parameters for Non Financial Entities/Manufacturing

Expenses

31-Mar-14 31-Mar-13 31-Mar-12

Net Worth 16,003 18,721 18,525 Total Debt 77,818 80,273 91,471 of which

a. Non-Current Maturities of Long Term Borrowings 20,155 18,220 22,284 b. Short Term Borrowings-Secured/Unsecured Loan 51,327 57,538 64,702

c. Current Maturities of Long Term Borrowings 6,335 4,516 4,485 Net Fixed Assets 48,691 51,543 51,815 Non Current Assets 1,664 1,609 1,703 Cash & Cash Equivalents 1,014 772 777 Current Investments 4 4 4 Current Assets-Incl. Cash & Cash Equivalents 60,274 65,829 63,528 Current Liabilities-Including Short Term Borrowings and Current Mat. Of Long Term Borrowings

72,360 80,244 74,296

Total Revenue 121,209 119,519 91,345 EBITDA 10,638 13,217 9,834 EBIT 6,763 9,557 7,324 Interest 9,981 8,926 6,289 PAT (3,218) 402 625 Dividend Amount - 206 429 Current Ratio 0.83 0.82 0.86

Interest Coverage Ratio 1.12 1.49 1.59

Gross Debt to Equity Ratio 4.86 4.29 4.94

Debt Service Coverage Ratio 0.43 0.75 0.46

xi. Gross debt to equity ratio of the Company

of 78

Before the issue of debt securities 8.73

After the issue of debt securities 9.33

xii. Details of borrowings of the Company

(i) Details of secured facilities

Details of Working Capital LoansRs. in lacs

Sr. No. Particulars Division Sanction Limit Refer Notes

B Working Capital Facility

I BOI Consortium

a Bank of India

Cash Credit Sugar 12,000 I

b Union Bank of India


c Andhra Bank


d) Total

Cash Credit Sugar 30,000

II BOB Consortium

a Bank of Baroda

Cash Credit Dist. & Chem 7,920 II

b Syndicate Bank

Cash Credit Dist. & Chem 2,200 II

c) Total

Cash Credit Dist. & Chem 10,120

Total B 40,120

C WC- Nonfund based facility

I BOI Consortium

a Bank of IndiaBank Guarantee Sugar 543 I

b Union Bank of IndiaBank Guarantee Sugar 180 I

c Andhra BankBank Guarantee Sugar 40 I

d) TotalBank Guarantee Sugar 763

II BOB Consortium

a Bank of BarodaGuarantee/Letter of Credit Dist. & Chem 7,693 II

b Syndicate BankGuarantee/Letter of Credit Dist. & Chem 2,564 II

c) TotalGuarantee/Letter of Credit Dist. & Chem 10,257

Total C 11,020

Gross Total B+C 51,140

Collateral Security

#

Fixed Assets (FA)

Sameerwadi, KarnatakaSakarwadi,

Maharashtra

Sameerwadi,

Karnataka

Sakarwadi,

Maharashtra

2nd Pari Passu

Charge

ISecond Pari Passu on F.A. of

Sameerwadi

Second Pari

Passu on F.A.

of Sakarwadi

First Pari Passu

on C.A. of Sugar

Division

---------Second Pari Passu

on F.A.

IISecond Pari Passu on F.A. of

Sameerwadi

Second Pari

Passu on F.A.

of Sakarwadi

First Pari Passu

on C.A. of

Distillery

Division,

Sameerwadi

First Pari

Passu on C.A. of

Sakarwadi

Second Pari Passu

on F.A.

#

Primary Security

Fixed Assets (FA) Current Assets (CA)NOTES

Corporate Guarantee of Somaiya Properties & Investment (P) Ltd. covering and limited to three properties

namely at (a) Carmichael Road, Mumbai, (b) Mahabaleshwar, Satara and c) Flats at Sunflower Apartment, Cuffe

Parade, Mumbai.

of 78

Details of Term Loans Rs. in lacs

Sr. No. Particulars Division Sanction Limit Outstanding

on 31.03.2015

Last Date of

Payment

Refer Notes for

O/S on

31.03.2015

A Term Loan

1 Bank of IndiaTerm Loan Sugar 6,503 2,885 2-Sep-18 I

SEFASU , 2014 LOAN Sugar 6,030 6,030 30-Apr-19 I

2 Union Bank of India Sugar 8,053 3,864 30-Jun-18 I

3 Andhra Bank Sugar 2,000 219 31-Dec-19 I

4 Punjab National Bank Sugar 4,758 2,244 30-Jun-18 II

5 Corporation Bank Cogen - Power 4,786 2,563 1-Oct-18 III

6 State Bank of Patiala Dist. & Chem 4,800 199 30-Jun-15 IV

7 Sugar Development Fund Cogen - Power 2,900 2,499 30-Jun-19 V

Sugar 4,198 3,954 30-Jun-23 V

Total A 44,028 24,457

Collateral

Security #

Fixed Assets

(FA)

Sameerwadi, Karnataka

Sakarwadi,

Maharashtra

Sameerwadi,

Karnataka

Sakarwadi,

Maharashtra

1st Pari Passu

Charge

IFirst Pari Passu on F.A. of

Sameerwadi

First

Subservient on

F.A. of

Sakarwadi

Second Pari

Passu on C.A. of

Sugar Division,

Sameerwadi

---------First Pari

Passu on F.A.

IIFirst Pari Passu on F.A. of

Sameerwadi

Second Pari

Passu on F.A.

of Sakarwadi

Second Pari

Passu on C.A. of

Sugar Division,

Sameerwadi

-------------- --------------

IIIFirst Pari Passu on F.A. of

Sameerwadi--------------

Second Pari

Passu on C.A. of

Sugar Division

&Cogen Division

-------------- --------------

IVFirst Pari Passu on F.A. of

Sameerwadi--------------

Second Pari

Passu on C.A. of

all divisions at

Sameerwadi

-------------- --------------

VFirst Pari Passu on F.A. of

Sameerwadi-------------- --------- -------------- --------------

#

NOTES

Corporate Guarantee of Somaiya Properties & Investment (P) Ltd. covering and limited to three properties

namely at (a) Carmichael Road, Mumbai, (b) Mahabaleshwar, Satara and c) Flats at Sunflower Apartment,

Cuffe Parade, Mumbai.

Primary Security

Fixed Assets (FA) Current Assets (CA)

of 78

(ii) Details of unsecured loan facilities

Rs. in lacs

Sr. No. Particulars

Outstanding

Amount on

31.03.2015

Security offered

C Unsecured Loan

I Sugar Division

a H&T and Crop Loan

Canara Bank 11,500

Bank of India 6,500

IDBI Bank Limited 3,499

Karnataka Bank Limited 5,003

SUBTOTAL 26,502

b Others

CSIR 485

Deferred Cane Purchase Tax 711

SUBTOTAL 1,196

c) Total

Unsecured Loan -Sugar 27,698

II Chemical

Short Term Loan

Inter Corporate Deposits 199 Post Dated Cheques

III HP Finance 44 Post Dated Cheques & Vehicles

IV Total I+II+III 27,941

V SAFL

Sustainable Agro-commercial

Finance Ltd (NBFC)

500

Company has issued Corporate Guarantee in respect of

financial assistance of Rs. 20 crores sanctioned by

“SAFL” to the member farmers to purchase and install

Drip Irrigation Systems, in their respective agricultural

land, manufactured by Jain Irrigation Systems Limited,

Jalgaon. Presently, Corporate Guarantee of Rs. 5.00

crores have been executed on 29.01.2015 out of Rs. 20

crores.

VI RATNAKAR BANK LTD

-

Company has issued Letter of Facilitator/Letter of

Comfort to Ratnakar Bank Limited dated 15.11.2014

for the period of three years in respect of the credit

facilities of Rs. 25.00 crores sanctioned to various

farmers identified by the company for installation of

micro irrigation system and related activities for sugar

cane farmers under project implementation by

Subsidiary Company- Solar Magic Pvt. Ltd. The same

has been revised/reduced to Rs 5 crores vide their

modification letter dated 25.05.15

Total IV+V+VI 28,441

Unsecured Loan

Corporate Guarantee of the Company

of 78

(iii) List of top ten debenture holders: Not applicable (iv) Details of corporate guarantee issued by the Company: The Company has issued

Corporate Guarantee in respect of financial assistance of Rs. 20 crores sanctioned by Sustainable Agro-commercial Finance Limited (“SAFL”), a Non-Banking Finance Company to the member farmers to purchase and install Drip Irrigation Systems, in their respective agricultural land, manufactured by Jain Irrigation Systems Limited, Jalgaon. Presently, Corporate Guarantee of Rs. 5.00 crs have been executed on 29.01.15 out of Rs. 20 crs.

(v) Details of commercial papers: Not applicable (vi) Details of other borrowings, if any, including hybrid debt like FCCB, Optionally

Convertible Debentures, preference shares: Not applicable (vii) Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate

guarantee issued by the Company, in the past 5 years There are no such defaults except as per the details given herein below:

Loan availed from CSIR: The Company had signed the Agreement with Council of Scientific and Industrial Research (CSIR) on 14th March 2007. In terms of the said Agreement the Company is appointed as Industrial Partner for setting up the Pilot Plant for production of Lactic Acid and Lactic Acid based Polymer’ with financial assistance in the form of Loan from CSIR to the extent of Rs. 485 lacs for meeting the capital expenditure in setting up the pilot plant. The Company had requested CSIR to close the project in 2011 but the Company was asked to continue and at the end 2012 CSIR decided to close the project without achieving the target. This project was not successful, and NMTLI/NCL/CSIR could not demonstrate the technology to make polymer grade lactic acid. This is also accepted by NCL and a third party engineering firm appointed by CSIR. However, CSIR is continuing to demand our repayment of loan, they sent us legal notice on 15th August dated 11th August 2014 demanding the payment of Rs. 10 crores. The Company had replied to this letter on 9th September through legal consultant. The Company has received a notice for arbitration on 30th October 2014 in light of the circumstances. As per our agreement, this dispute will now be settled by arbitration. The arbitration committee has been appointed, and we are hoping that the dispute will be fairly adjudicated.

(i) Details of any outstanding borrowings taken/ debt securities issued where taken/ issued

(i) for consideration other than cash, whether in whole or part, (ii) at a premium or

discount, or (iii) in pursuance of an option: Not applicable

(ii) Details of default , if any, including therein the amount involved, duration of default and

present status, in repayment of statutory dues/ Debentures and interest thereon/ Deposits

and interest thereon and loan from any bank or financial institution and interest thereon: Not Applicable

xiii. Details of any change in accounting policies during the past three years, and their effect on the

profits and reserves of the Company Not applicable.

of 78

xiv. Details of the Promoters of the Company as on the date of this Information Memorandum

S

No.

Name No. of Equity

Shares

%

shareholding

No. of

Equity

Shares

pledged

% Equity

Shares

pledged

(i) Samir Shantilal Somaiya 36,678,150 10.26 Nil Nil (ii) Samir S. Somaiya Karta of S K Somaiya, HUF 149,950 0.42 Nil Nil (iii) Arpit Limited 73,000 0.20 Nil Nil (iv) Sindhur Construction Private Limited 2,605,120 7.29 Nil Nil

(v) Filmedia Communication Systems Private Limited 700,000 1.96 Nil Nil

(vi) Jasmine Trading Company Private Limited 145,000 0.41 Nil Nil (vii) K.J. Somaiya and Sons Private Limited 371,250 1.04 Nil Nil (viii) Karnataka Organic Chemicals Private Limited 250,000 0.70 Nil Nil (ix) Lakshmiwadi Mines & Minerals Private Limited 5,193,462 14.53 Nil Nil (x) Somaiya Properties and Investments Private Limited 120,000 0.34 Nil Nil

(xi) Somaiya Agencies Private Limited 8,549,965 23.92 Nil Nil (xii) Somaiya Chemicals Industries Private Limited 20,000 0.06 Nil Nil (xiii) Sakarwadi Trading Company Private Limited 4,981,952 13.94 Nil Nil (xiv) Zenith Commercial Agencies Private Limited 630,000 1.76 Nil Nil

xv. Abridged version of Audited Standalone Financial Information for and the last three fiscal years, and auditors qualifications, if any:

Balance Sheet (In. Rs. lacs)

S. No. Particulars Financial Year Ended (Audited)

31-Mar-14 31-Mar-13 31-Mar-12

A EQUITY AND LIABILITIES

1 Shareholders' Funds

a) Capital 4260.21 3760.21 3760.21 b) Reserves and Surplus 11742.94 14960.63 14764.75 Sub-total - Shareholders' fund 16003.15 18720.84 18524.96

2 Non-current liabilities

a) Long-term borrowings 19657.15 17774.41 21800.76 b) Deferred tax liabilities (net) 1658.57 1658.57 1555.26 c) Other Long-term liabilities 895.45 523.8 816.19 d) Long-term provisions 53.97 58.53 52.34 Sub-total - Non-current Liabilities 22265.14 20015.31 24224.55

3 Current liabilities

a) Short-term borrowings 51324.21 57535.72 54672.97 b) Trade payables 11916.56 11616 11556.68 c) Other current liabilities 8898.33 10681.38 7433.76 d) Short-term provisions 221.22 411.24 632.14 Sub-total - Non-current Liabilities 72360.32 80244.34 74295.55

TOTAL - EQUITY AND LIABILITIES 110628.61 118980.49 117045.06

B ASSETS

1 Non-current assets

a) Fixed assets 48690.78 51543.08 51,814.74 b) Non-current investments 629.36 590.89 615.89 c) Long-term loans and advances 228.69 260.83 320.07 d) Other non-current assets 805.67 756.9 766.55 Sub-total - Non-current assets 1663.72 1608.62 1,702.51

2 Current assets

a) Current investments 3.88 3.82 4.42 b) Inventories 43808.52 57770.22 53,906.84 c) Trade receivables 9069.93 580.91 3,151.55 d) Cash and cash equivalents 1014.28 772.12 777.45 e) Short-term loans and advances 6155.26 6479.62 5,264.42 f) Other current assets 222.24 222.10 423.13 Sub-total - current assets 60274.11 65828.79 63,527.81

TOTAL - ASSETS 110628.61 118980.49 117,045.06

Profit & Loss Statement

of 78

(In. Rs. lacs)

S. No. Particulars

Year Ended (Audited)

31-Mar-14 31-Mar-13 31-Mar-12

12 months 12 months 9 months PART I 1 Income from operations: a) Net Sales/income from operations (Net of excise duty) 121209.04 119518.85 91344.97 b) Other Operating Income 0 0 0 Total Income from operations (net) 121209.04 119518.85 91344.97

2 Expenses: a) Cost of materials consumed 74733.55 88727.64 77621.94 b) Purchases of stock-in-trade 1969.15 1052.53 362.87 c) Changes in inventories of finished go work-in-progress and

stock-in-trade 16356.89 -4020.68 -13952.41

d) Employee benefits expense 5168.42 5644.86 4079.99 e) Depreciation and amortisation expense 3874.45 3659.62 2510.66 f) Other expenses 12543.04 15895.22 13608.77 Total Expenses 114645.50 110959.25 84231.82

3 Profit from operations before other Income, foreign exchange

transactions/translations (gain)/loss, finance costs & exceptional

items (1-2)

6563.54 8559.66 7113.15

4 Other Income 199.57 997.7 210.59 5 Profit from ordinary activities before foreign exchange

transactions/translations (gain)/loss, finance cost & exceptional items (3+4)

6763.11 9557.36 7323.74

6 Foreign exchange transactions/translations (gain) / loss 0 0 0 7 Finance costs 9980.80 8926.00 6288.85 8 Profit from ordinary activities after foreign exchange

transactions/translations (gain)/loss, finance cost but before exceptional items (5-6-7)

-3217.69 631.36 1034.89

9 Exceptional item 0 0 0 10 Profit from ordinary activities before tax (8-9) -3217.69 631.36 1034.89 11 Tax Expense: Current - net of short/(Excess) provision of earlier years 0 126.49 210.01 Deferred 0 103.31 199.60 12 Net Profit from ordinary activities after tax (10-11) -3217.69 401.57 625.28 13 Extraordinary items (net of tax expense) 0 0 0 14 Net Profit for the period (12- 13) -3217.69 401.57 625.28

Cash Flow Statement (In. Rs. lacs)

S. No. Particulars Year Ended March 31 (Audited)

2014 2013 2012

A Cash Flow from Operating Activities : Net Profit / (Loss) After Tax (3,217.69) 401.57 625.28 Adjustments : Depreciation 3,874.45 3,659.62 2,510.66 Interest on Fixed Deposits and Others (105.75) (92.37) (97.41) Loss on Sale of Assets 5.27 17.22 8.81 Sundry Debit/Credit Balances Written Off/Back

(Net) (16.62) (140.36)

(27.21) Interest & Finance Charges 9,980.80 8,606.58 6,288.85 Provision For Diminution In Investment Value (0.05) 0.40 0.57 Profit on Sale of Investments - (767.00) Provision for Taxes - 126.49 210.01 Deferred Taxes - 103.30 199.60 Unrealised Foreign Currency (Gain)/Losses 599.27 224.55 206.73 Operating Profit before Working Capital Changes 11,119.68 12,140.00 9,925.89 Adjustments for : Trade Payables (479.14) 216.60 6,965.71 Other Current Liabilities (3,720.22) 3,794.00 (1,082.20) Short Term Provisions 15.67 2.29 60.89 Other Long Term Liabilities 371.65 (292.39) 9.33 Long Term Provisions (4.56) 6.18 16.75 Trade Receivables (8,495.17) 2,563.09 (659.56) Inventories 13,961.70 (3,863.38) (15,062.23) Short Term Loans and Advances 424.36 (1,016.69) 1,718.34 Other Current Assets (172.46) (79.99) (197.25)

of 78

S. No. Particulars Year Ended March 31 (Audited)

2014 2013 2012

Other Non-Current Assets (16.63) 68.89 249.37 Cash Generated From Operations 13,004.88 13,538.60 1,945.04 Taxes Paid (100.00) (325.00) (275.00) Net Cash From/ (Used In ) Operating Activities 12,904.88 13,213.60 1,670.04 B Cash Flow From Investing Activities : Addition To Fixed Assets (Net) (1,183.81) (3,610.57) (2,327.10) Sale / Scrap of Fixed Assets 60.72 66.17 2.29 Non Current Investments in Subsidiary - (40.00) (157.79) Non Current Investments in Other Investment (38.47) - - Sale of Investment-Non Current - 832.00 Sale of Investment-Current - 0.20 Interest Received on Fixed Deposits and Others 107.94 74.46 84.71 Net Cash From/ (Used in ) Investing Activities 11,851.26 10,535.86 (727.85) C Cash Flow From Financing Activities : Repayment of Long Term Borrowings Current (5,067.11) (4,674.27) (5,618.67) Proceeds of Long Term Borrowings Non Current 8,252.46 599.63 4,397.00 (Decrease) / Increase Short Term Borrowings (5,394.77) 2,816.53 8,174.62 Share Capital 500.00 - Dividend Paid (175.81) (369.02) (188.01) Dividend Tax Paid (29.88) (59.87) (30.50) Interest & Finance Charges Paid (9,864.12) (9,153.15) (5,748.58) Net Cash from/ (Used in) Financing Activities (11,779.23) (10,840.15) 985.86 Net Changes in Cash and Cash Equivalents 72.03 (304.29) 258.01 Add : Opening Balance Of Cash and Cash

Equivalents 224.54 528.83 270.82 Closing Balance Of Cash and Cash Equivalents 296.57 224.54 528.83

xvi. Abridged version of latest Audited/ Limited Review half yearly Consolidated (wherever

available) and Standalone Financial Information for and the last three fiscal years, and

auditors qualifications, if any: Not Applicable

xvii. Material events/developments or changes having implications on the financials/credit quality

(e.g. any material regulatory proceedings against the Issuer/promoters, tax obligations resulting

in material liabilities, corporate restructuring event etc.) at the time of issue which may affect

the issue or the Investor’s decision to invest/continue to invest in the debt securities

A) Pricing of Sugarcane and Sugar:

SUGARCANE PRICING:

Sugarcane price for sugar seasons 2013-14 Karnataka Sugarcane Control Board had notified sugarcane price for the sugar season 2013-14 under The Karnataka Sugarcane (Regulation of Purchase & Supply) Act, 2013 which is at Rs.2,500/MT ex-field for North Karnataka region (also applicable to Godavari the Company). Aggrieved by the arbitrary fixation of sugarcane price by the Karnataka Sugarcane Control Board, the private sugar mills in the State of Karnataka through their association, The South Indian Sugar Mills Association – Karnataka (SISMA-K) as well as some individual mills moved Karnataka High Court against this sugarcane price fixation. Initially, Karnataka High Court had given stay on the operation of the order of the Karnataka Sugarcane Control Board fixing the cane price.

The High Court passed order on 6/11/2014, whereby the court has upheld authority of the Karnataka Sugarcane Control Board to fix the sugarcane price under The Karnataka Sugarcane (Regulation of Purchase and Supply) Act, 2013. However, the High Court refused to go into the methodology or the calculations in arriving at the price fixed by the Karnataka Sugarcane Control Board.

Sisma (K) has filed writ appeal before the bench of Karnataka High Court against the above order of the single judge. The appeal has not yet come for hearing. Karnataka sugar industry have explained to the State Government that in view of the steep fall in the sugar prices, industry would not be in a position to pay State Advised

of 78

Price (SAP) of Rs.2500/mt (ex-gate) for the year 2013-14. Having understood difficulties of sugar industry, Chief Minister, other State Ministers and State Govt. officials have been interacting with the industry about these issues.

Sugar industry agreed to pay Rs.2,100/ mt out of Rs.2500/mt. This amount was paid by the industry. Out of the balance, Rs.400/mt, State Government agreed to pay Rs.100/ MT and directed industry to pay Rs.100/mt. This has been implemented and our company has paid Rs.100/mt and State Government has also paid Rs.100/mt to the farmers. Thus our sugarcane suppliers have received Rs.2,300/MT against announced price of Rs.2,500/mt. SISMA (K) has communicated to the State Government that the price calculated by Karnataka Sugarcane Control Board of Rs.2825/MT (ex-gate including harvesting and transport charges) included estimated harvesting and transport cost of Rs.325/mt while actual average cost of harvesting and transport for North Karnataka Factory works out to Rs.525/mt. Thus after considering this actual H&T cost and payment of Rs.2300/mt made to the farmers, the sugar industry has met its obligation of ex-gate price of Rs.2825 / mt.

Thus there is no further obligation on the part of the sugar factories to pay balance Rs.200/- MT as asked by the State Government. Government’s response on SISMA(K)’s representation is still awaited.

Sugarcane price for sugar season 2014-15

Government of India has fixed Fair and Remunerative price (FRP) of Rs.2,200/mt @9.5% sugar recovery for season 2014-15. FRP for sameerwadi sugar factory based on previous season’s sugar recovery of 11.5% works out to Rs.2,664/mt ex-gate (including H&T charges).

The sugar industry association at national level and at State level have made representations to the Central Government and State Government of Karnataka that in view of the steep fall in sugar prices, the sugar factories are not in a position to meet their obligations to pay FRP to the farmers and Industry has also represented to the Government that Commission for Agricultural Costs & Prices (CACP) while fixing the FRP for the season 2014-15 has assumed the sugar price of over Rs.30/kg. While the average realisation would be below Rs.23/Kg. The industry has sought various reliefs from the government including financial assistance to meet the gap between price payable as per the revenue sharing formula and the FRP. SISMA(K) have also represented to State Government of Karnataka in this regard. Chief Minister and Sugar Minister of Karnataka met Food Minister, Govt. of India in the 1st week of June 2015 and have sought financial assistance of Rs.500/mt of sugarcane which should be paid directly to the farmers in the State of Karnataka. Due to the mismatch between sugarcane price and the sugar sales price, the sugarcane arrears on All India Basis have increased over Rs.21,000crore as on 31st May 2015.

Sameerwadi sugar factory along with other sugar factories in Bagalkot District have paid first advance of Rs.1800/mt (ex-field).After considering the estimated harvesting and transport charges of Rs.578/mt (including proposed revision in Harvesting and Transport charges) we have paid total price of Rs.2383/mt against the FRP of Rs.2664/MT. The exact amount of harvesting and transport charges would be known only after the exact revision in harvest rates and transport rates is communicated by State Government.

The Commissioner for Cane Development and Director of Sugar Banglore issued orders on 11.06.2015 to recover cane dues of Rs. 5632.00 Lacs along with 15% interest for the delay of more than 15 days from the date of cane supplies, from the Sameerwadi Unit of the Company. Hence, Tahasildaar of Mudhol, Karnataka has issued the order dated 13.06.2015 to recover the same u/s 190 of Karnataka Land Revenue Act, 1964 and deposit the same with Taluka or District Treasury Office within seven days from date of issue of this notice failing which above dues will be recovered as per land revenue recovery procedure.

of 78

II Sugarcane price for 2007-08:

Cane Commissioner had issued a notification dated 3rd September 2013 directing the sugar mills which had not paid the additional cane price of Rs.160/Ton for the period 2007-08, to pay the cane price immediately. This price being arbitrary and unfair a Writ Petition W.A. NO.3956/2009 and 4171-4162/2009 was filed in the Karnataka High Court which South Indian Sugar Mills Association (SISMA) lost. Hence, a Special Leave Petition (SPL) was filed in the Supreme Court of India, SLP Nos. 20721-23 of 2013, praying grant of special leave to appeal from the Impugned judgment dated 10-07-2012 in W.A. NO.3956/2009 and 4171-4162/2009, passed by Hon'ble High Court of Karnataka. This case is filed by SISMA(K)on behalf of members. Our Company is the Member of the SISMA. SUGAR PRICES:

Crash in domestic and international prices of sugar amounting to Material Adverse

Effect: Sugar prices in domestic as well as international market have crashed and are falling every month. These are ruling lower than the budgeted sales realisation for the year 2015-16. This would have adverse impact on the profitability projected for the year 2015-16. The current sugar prices in domestic market are lower by about Rs.7000/mt than the average realisation assumed for 2015-16. The actual impact would be known only when we sell the sugar during the course of the year 2015-16 and the price ruling at the time of the actual sales.

B) The regulatory change in respect of Co-generation Unit at Sameerwadi, Karnataka:

The sugar factories (who are generating electricity in their factory and are using part of the said electricity within the factory and are selling part of the said electricity) are regularly receiving show cause notices from the Central Excise Department for recovery of 6% amount on the selling price of the electricity sold. In Kolhapur Commissioner apart from issuing show cause notices to recover 6% amount on the electricity sold outside, the Central Excise Department is also issuing show cause notices to recover 6% amount on the electricity used within the factory. Till today there are various favourable decisions of the Tribunal/High Court holding that since electricity is non-excisable and since provisions of Rule 6 of the CCR, 2004 are not applicable to non-excisable goods, the demand for 6% amount on the electricity sold outside is not sustainable. Based on the said decisions the sugar factories are defending the show cause notices issued to them for recovery of 6% amount on the electricity sold/used within the factory. Now, in the Budget of 2015-16, the Govt. vide Notification No.06/2015-CE(NT), dt.1.3.2015 has amended Rule 6(1) of the CCR, 2004 and has added an explanation that, for the purpose of Rule 6(1) the exempted goods or final products will also include non-excisable goods cleared for a consideration from the factory and that for the purpose of said Rule 6(1) the value of the non-excisable goods will be the value charged in the invoice and where value is not available the same will be decided in the light of valuation principles laid down in the Central Excise Act/Rules.

of 78

Central Excise Officers are expressing an opinion that, because of the above said amendment now, provisions of Rule 6 of CCR, 2004 has become applicable to the non-excisable electricity also and hence, now, the sugar factories will be bound to pay 6% amount on the electricity sold/used within the factory. Some of the Central Excise Officers are also expressing an opinion that the said amendment will take retrospective effect and hence for the pending cases pertaining to the period from 2005 till today also the sugar factories will become liable to pay 6% amount on the electricity sold/captively consumed.

C) Show Cause Notice issued by Securities and Exchange Board of India:

The Company had issued and allotted 22,69,600 equity shares to Trustees of Sameerwadi Sugarcane Farmers’ Welfare Trust in 2009. Securities and Exchange Board of India (SEBI) has issued Show Cause Notice dated 25.01.2012 alleging violation of SEBI (ICDR) Regulations, 2009 and SEBI (CIS) Regulations, 2009 and thereafter issued 1st Corrigendum Notice dated 10.12.2012 alleging violation of Sections 56 and 73 of the Companies Act, 1956 and 2nd Corrigendum Notice dated 25.02.2013 alleging violation of Sections 67 of the Companies Act, 1956 to the Company. The matter was heard by the Whole time Member of SEBI on 21st January, 2014. SEBI had once again given a fresh date for personal hearing on 18th March 2015, which could not be attended by Company due to non-availability of Shri Janak Dwarkadas, Counsel. SEBI had intimated 23rd April, 2015 as next hearing date. However, the hearing was cancelled and the same is adjourned on 30th June, 2015.

D) The matter before National Green Law Tribunal:

Mr. Ashok Kajale and 10 others, Appellants claiming to be land owners of adjoining lands of our Sakarwadi unit filed Complaint before the NGT Pune that the factory is causing pollution to the air and ground water and not adhering to the pollution guidelines and that Government authorities are not taking any action against GBL. The pollution caused by Godavari Biorefineries Limited (GBL/Company) has not only polluted Godavari river but made groundwater unfit for consumption. Fertility of their land has been affected as well. After hearing both the parties on 10.3.2015 the matter was reserved for Judgment. On 20.5.2015 Judgment dated 19.5.2015 was uploaded on website of National Green Tribunal (NGT). The following direction has been passed by the NGT: a. Central Pollution Control Board (CPCB) shall immediately prepare a ground water remediation action plan in the area of 2 km from the Company location, including methodology cost and time bound action plan, techniques for verifying its adequacy with or without help of expert institutes. Chairman CPCB shall ensure that such action plan is ready within two months. b. Such program shall be executed through Collector, Ahmednagar who shall form a local level committee with representatives of Groundwater Survey and Development Agency (GSDA), agricultural department, CPCB, Maharashtra Pollution Control Board (MPCB) and Central Ground Water Board (CGWB) or any other agency as may be required. The committee will be responsible for executing the remediation program with overall guidance and supervision of CPCB in next one year, or the time prescribed by CPCB in the remediation plan. CPCB shall be overall in charge and responsible for planning and executing such remediation program. c. The said committee shall also assess the damages to agriculture (land/yield) by carrying out necessary survey by taking help of Rahuri Agricultural University in next 3 months.

of 78

d. CPCB shall enforce the consent management regime at the Company on adhoc basis by way of stop gap arrangement, till such time that the Company upgrades the pollution control systems as per requirement of law and conditions of consents and directions issued to Company from time to time. However, MPCB shall ensure the compliance of its directions or can take contemplated actions which were planned before this judgment.

e. The chemical plants of the Company shall be closed till separate Effluent Treatment Plant (ETP) and adequate disposal and reuse/recycle facilities with required data loggers/record system are provided by the Company which shall be verified by CPCB in terms of observations and recommendations made by M.S. University Baroda. CPCB shall forthwith issue such directions after giving sufficient time to Company to safely close its chemical activities, may be with 72 hrs notice. The Company shall ensure safe closure and also safety of all the chemicals in the premises.

f. The Company shall be liable to pay and bear all the cost of remediation of ground water and land, as may be required, including studies and actual execution of remediation works, besides compensation if any as decided by above directions. They shall initially deposit sum of Rs. 50 lakhs (Rs. fifty lakhs) with Collector in the escrow account of the Collector’s office and Rs. 5 lakhs (Rs. Five lakhs) with CPCB for such purpose within next four (4) weeks, failing which the Collector shall realise the said amount under the Maharashtra Land Revenue Code, 1966, due from them. A compliance Report in this behalf be submitted by the Collector, within four (4) months to this Tribunal. g. Considering the pollution of well water, the Applicants are entitled for compensation of Rs. 2 lakhs (Rs. Two lakhs) towards each well besides the remediation and damages as directed above. This amount shall be paid by Company to Applicants through Collector, Ahmednagar within 4 weeks. h. A compliance report shall be submitted by CPCB and Collector on monthly basis, till the entire remediation exercise is complete. i. A compliance report shall be submitted by the Chief Secretary Maharashtra and State Environmental Impact Assessment Authority (SEIAA) Maharashtra as related to directions in para 52 and 60 respectively. A copy of this order to provided to the Chief Secretary and SEIAA by MPCB through its R.O. immediately in next one week. We also direct the Chief Secretary to issue necessary instructions to all field level agencies for an early execution of such remediation activity. j. The Respondent NO.1 and MPCB shall pay Rs. 25,000/- (Rs. Twenty five thousand) each to Applicants as cost of this Application in four (4) weeks and bear their own. The matter is now posted for on 31.7.2015 for reporting of compliances. GBL had already installed ETP and adequate disposal and reuse/recycle facilities with required data loggers/record system well before delivery of Judgment but the installation was completed and made functional after the matter was reserved for judgment. In order to place the same on record and deletion of direction No. (e) or any other suitable direction, GBL have filed an Application being MA No. 64 of 2015 before the NGT. Since the matter is already listed for compliance on 31.7.2015 the said MA shall be clubbed together unless there is any urgency reported by any of the party.

E) Closure Notice issued by Central Pollution Control Board (CPCB) for Sakarwadi

Distillery Unit of the Company at Dist, Ahmednagar, Maharashtra: Central Pollution Control Board (CPCB) has issued closure directions to the Plant at Sakarwadi, Dist.- Ahmednagar, Maharashtra vide their letter No. F. No. B-344/PCI-

of 78

III/2K-2K01/3899 dated 17.07.2013 on the basis of visit of CPCB team on 21.02.2013 and observations of non compliances of the earlier directions dated 25.04.2011. It was directed by CPCB not to restart the Plant till effluent is disposed off. CPCB vide same letter issued the directions for the compliance of standards and norms in respect of the emission and effluent standards and to meet consent conditions granted by State Pollution Control Board and directed that the Unit shall close all its manufacturing operations till compliance of CPCB directions dated 25.04.2011 is achieved to satisfaction of CPCB. The unit has forthwith stopped the operations and started the implementation to comply with the CPCB directions. CPCB has issued the modified directions vide Letter No. F. No. B-344/PCI-III/2K-2K01/3393 dated 15.10.2013 allowing resuming the operations of Chemical Plants except Distillery. It was directed that the Distillery unit shall remain closed till compliances of the directions given vide said letter, are achieved to satisfaction of CPCB and the Unit shall resume the operations of Chemical Plants. The Chemical Unit has resumed the operations of Chemical Plant from 17.10.2013 onwards. It was planned to dispose off the accumulated spent wash (effluent) through R.O. Plants but could not dispose off the old accumulated spent wash due to frequent fouling of membranes and frequent shutdowns and subsequent cleaning of R.O. Plant. Now, major quantity of accumulated spent wash is disposed off by means of Biocomposting and the Company has applied to CPCB for permission to resume operations of Distillery vide the letter GBL/SAK/1452 dated 3rd March 2015, the reply of the same is awaited.

xviii. Debenture Trustee

IDBI Trusteeship Services Limited has given consent to the Company vide letter No. 5818/ITSL/OPR/CL/14-15/DEB/1012 dated March 18, 2015 to act as trustee for the Debenture holders under Regulation 4 (4) of the SEBI (Issue and Listing of Debt Securities) Regulation, 2008. The NCD Holders shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to and authorised the Debenture Trustee or any of their Agents or authorised officials to do, interalia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the NCDs being offered in Terms of this Information Memorandum. Except as provided in the Debenture Trust Deed, all rights and remedies under the Debenture Trust Deed /Trusteeship Agreement and/or other security documents shall rest in and be exercised by the Debenture Trustee without having it referred to the NCD Holders. Any payment made by the Company to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge the Company pro rata to the NCD Holder(s). No NCD Holder shall be entitled to proceed directly against the Company unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee will protect the interest of the NCD Holders in the event of default by the Company in regard to timely payment of interest and Redemption Amount and they will take necessary action at the cost of the Company. A copy of the consent letter from the Debenture Trustee is attached.

of 78

xix. Credit Rating

CARE has assigned BBB- [Triple BBB Minus] for the proposed Rs. 65 crores Debenture Issue. Credit Rating Letter from CARE is attached as Annexure I.

xx. Guarantees or comfort for the NCDs

Not applicable.

xxi. Details of stock exchanges where the securities are to be listed

The NCDs are proposed to be listed on BSE Limited which will be designated stock exchange.

xxii. Disclosures with regard to interest of directors, litigation, etc.

(i) Any financial or material interest of the directors, promoters or key managerial

personnel in the offer and the effects of such interest in so far as it is different from the

interests of other persons Nil

(ii) 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 The following are the litigation or legal action pending or taken by Ministry or

Department of the Government or a statutory authority against the Company:

A) The Company has received the Show Cause Notices (SCN) from Central Excise and Service

Tax Authorities, appeals in respect of which have been filed. The details are as follows:

Particulars Amount in

Dispute

(Rs. in Lacs)

Subject matter of Dispute Presently pending

before

1) Excise & Service

Tax-Sameerwadi

Unit

Jan, 2005 to Sept, 2005 15.36 Service Tax on Goods Transport Agencies Cenvat Credit disallowed.

Appellate Tribunal-Bangalore

Jan, 2005 to Sept, 2005 22.32 Service Tax on Goods Transport Agencies Cenvat Credit disallowed.

Hon'ble High Court of Karnataka, Dharwad Bench

March, 2007 68.17 Cenvat availed for in house molasses

Hon'ble High Court of Karnataka, Dharwad Bench

2005 to 2006 164.40 Litre Fees on RS used for Captive Consumption for Ethanol production.

Commissioner of State Excise, Bangalore

Aug 2009 to May 2010 130.86 Show Cause Cum Demand notice demanding to reverse an amount of Rs.1,30,85,799 towards credit taken on account of Sugar Cess on imported Raw Sugar

Commissioner of Central Excise, Belgaum

of 78

Sept 2008 to Feb 2011 36.82 Show Cause Cum Demand demanding an amount equal to 10%, 5% and 6% on the sale of Compust Mannure valued at Rs.5,99,48,501/-

Commissioner (Appeals) Mysore. Commissioner (Appeals) has passed order in favour of Company on 18.02.2015. Department has gone in appeal against the Commissioner’s Order which was passed in favour of the Company.

October 2008 to March 2013

1532.15 Show Cause Cum Demand Notice demanding an amount equal to 10%, 5% and 6% on the sale of Electricity to Grid valued at Rs.240.17 Crores.


April 2013 to March 2014 302.66 Show Cause Cum Demand notice demanding an amount equal to 10%, 5% and 6% on the sale of Electricity to Grid valued at Rs.50.44 Crores.


2011-12 & 2012-13 3.11 Excess Cenvat Credit taken on Short Receipt of Molasses as against invoiced quantity Total Qty of Short receipt of Molasses 299.723 MT.

Asst Commissioner Dharwad Division, Dharward

April 2014 to Nov 2014 102.17 Show Cause Cum Demand notice demanding an amount equal to 6% on the sale of Electricity to Grid valued at Rs.17.03 Crores.


Particulars Amount in

Dispute

(Rs. in Lacs)

Subject matter of Dispute Presently pending

before

2) Excise & Service Tax-

Sakarwadi Unit

Jan, 2005 to April, 2006 2.16 Interest on Service Tax on GTA (Goods Transport Agency) Service.

High Court, Mumbai

Jan 2007 to Dec 2007 2.32 Service Tax on Insurance paid on transport export containers from Sakarwadi to Mumbai port.

High Court, Aurangabad Bench

B) Eletricity Duty-

Sakarwadi Unit

1) April 2000 to April 2005 34.59 Electricity Duty payable to M.S.E.B Maharashtra Government on captive Power

M.S.E.B. Maharashtra

of 78

B) Pending Income Tax Appeals:

C) Show Cause Notice issued by Securities and Exchange Board of India:

The Company had issued and allotted 22,69,600 equity shares to Trustees of Sameerwadi Sugarcane Farmers’ Welfare Trust in 2009. Securities and Exchange Board of India (SEBI) has issued Show Cause Notice dated 25.01.2012 alleging violation of SEBI (ICDR) Regulations, 2009 and SEBI (CIS) Regulations, 2009 and thereafter issued 1st Corrigendum Notice dated 10.12.2012 alleging violation of Sections 56 and 73 of the Companies Act, 1956 and 2nd Corrigendum Notice dated 25.02.2013 alleging violation of Sections 67 of the Companies Act, 1956 to the Company. The matter was heard by the Whole time Member of SEBI on 21st January, 2014. SEBI had once again given a fresh date for personal hearing on 18th March 2015, which could not be attended by Company due to non-availability of Shri Janak Dwarkadas, Counsel. SEBI had intimated 23rd April, 2015 as next hearing date. However, the hearing was cancelled and the hearing is adjourned on 30th June, 2015.

(A)

S.No. Asst. Year Pending before Tax Demand Remarks

(Rs.)

1 2009-10 AO * Refer Note 2 2 2010-11 AO NIL Return filed u/s 148 upon reopening of assessment.3 2011-12 CIT (A) NIL Refer Note 1 4 2011-12 AO * Refer Note 2 5 2012-13 CIT (A) NIL Refer Note 16 2012-13 AO * Refer Note 2

AO = Assessing OfficerCIT (A) = Commissioner of Income Tax (Appeal)

Note 1

Note 2 * Penalty may drop if relief is given by CIT (A) / AO may delete the penalty

(B)

S.No. Asst. Year Pending before Tax Demand Remarks

(Rs.)

1 2002-03 ITAT (A) NIL Refer Note 1 2 2003-04 ITAT (A) NIL Refer Note 1 3 2004-05 ITAT (A) NIL Refer Note 1 4 2005-06 ITAT (A) NIL Refer Note 1 5 2005-06 AO * Refer Note 2 6 2006-07 ITAT (A) NIL Refer Note 1 7 2006-07 AO * Refer Note 2

8 2007-08 ITAT (A) 27,442,564 Refer Note 1. The demand shown at centralised processing centre is wrong and it should be NIL

9 2008-09 ITAT (A) 18,910 Refer Note 1. 10 2008-09 AO * Refer Note 2

AO = Assessing OfficerCIT (A) = Commissioner of Income Tax (Appeal) ITAT (A) = Income Tax Appellate Tribunal (Appeal)

Note 1

Note 2 * Penalty may drop if relief is given by ITAT/AO

Note 3

If Appeal allowed by ITAT, than there will be increase in assessed unabsorbeddepreciation claim of Godavari Biorefineries Limited.

If Appeal allowed by CIT (A), than there will be increase in assessed unabsorbed depreciation claim

GODAVARI BIOREFINERIES LTD

SOMAIYA PROPERTIES AND INVESTMENTS PVT. LTD.

(Demerged to Godavari Biorefineries Limited W.E.F 01.04.2008)

Upto A.Y.2008-09 the appeals are filed by erstwhile transferor Co. The Godavari SugarMills Limited, which is now known as Somaiya Properties & Investment Private Limited

of 78

D) The matter before National Green Law Tribunal:

Mr. Ashok Kajale and 10 others, Appellants claiming to be land owners of adjoining lands of our Sakarwadi unit filed Complaint before the NGT Pune that the factory is causing pollution to the air and ground water and not adhering to the pollution guidelines and that Government authorities are not taking any action against GBL. The pollution caused by Godavari Biorefineries Limited (GBL/Company) has not only polluted Godavari river but made groundwater unfit for consumption. Fertility of their land has been affected as well. After hearing both the parties on 10.3.2015 the matter was reserved for Judgment. On 20.5.2015 Judgment dated 19.5.2015 was uploaded on website of National Green Tribunal (NGT). The following direction has been passed by the NGT: a. Central Pollution Control Board (CPCB) shall immediately prepare a ground water remediation action plan in the area of 2 km from the Company location, including methodology cost and time bound action plan, techniques for verifying its adequacy with or without help of expert institutes. Chairman CPCB shall ensure that such action plan is ready within two months. b. Such program shall be executed through Collector, Ahmednagar who shall form a local level committee with representatives of Groundwater Survey and Development Agency (GSDA), agricultural department, CPCB, Maharashtra Pollution Control Board (MPCB) and Central Ground Water Board (CGWB) or any other agency as may be required. The committee will be responsible for executing the remediation program with overall guidance and supervision of CPCB in next one year, or the time prescribed by CPCB in the remediation plan. CPCB shall be overall in charge and responsible for planning and executing such remediation program. c. The said committee shall also assess the damages to agriculture (land/yield) by carrying out necessary survey by taking help of Rahuri Agricultural University in next 3 months. d. CPCB shall enforce the consent management regime at the Company on adhoc basis by way of stop gap arrangement, till such time that the Company upgrades the pollution control systems as per requirement of law and conditions of consents and directions issued to Company from time to time. However, MPCB shall ensure the compliance of its directions or can take contemplated actions which were planned before this judgment. e. The chemical plants of the Company shall be closed till separate Effluent Treatment Plant (ETP) and adequate disposal and reuse/recycle facilities with required data loggers/record system are provided by the Company which shall be verified by CPCB in terms of observations and recommendations made by M.S. University Baroda. CPCB shall forthwith issue such directions after giving sufficient time to Company to safely close its chemical activities, may be with 72 hrs notice. The Company shall ensure safe closure and also safety of all the chemicals in the premises. f. The Company shall be liable to pay and bear all the cost of remediation of ground water and land, as may be required, including studies and actual execution of remediation works, besides compensation if any as decided by above directions. They shall initially deposit sum of Rs. 50 lakhs (Rs. fifty lakhs) with Collector in the escrow account of the Collector’s office and Rs. 5lakhs (Rs. Five lakhs) with CPCB for such purpose within next four (4) weeks, failing which the Collector shall realise the said amount under the Maharashtra Land Revenue Code, 1966, due from them. A compliance Report in this behalf be submitted by the Collector, within four (4) monthsto this Tribunal. g. Considering the pollution of well water, the Applicants are entitled for compensation of Rs. 2 lakhs (Rs. Two lakhs) towards each well besides the remediation and damages as directed above. This amount shall be paid by Company to Applicants through Collector, Ahmednagar within 4 weeks.

h. A compliance report shall be submitted by CPCB and Collector on monthly basis, till the entire remediation exercise is complete.

of 78

i. A compliance report shall be submitted by the Chief Secretary Maharashtra and State Environmental Impact Assessment Authority (SEIAA) Maharashtra as related to directions in para 52 and 60 respectively. A copy of this order to provided to the Chief Secretary and SEIAA by MPCB through its R.O. immediately in next one week. We also direct the Chief Secretary to issue necessary instructions to all field level agencies for an early execution of such remediation activity.

j. The Respondent NO.1 and MPCB shall pay Rs. 25,000/- (Rs. Twenty five thousand) each to Applicants as cost of this Application in four (4) weeks and bear their own. The matter is now posted for on 31.7.2015 for reporting of compliances. GBL had already installed ETP (Effluent Treatment Plant) and adequate disposal and reuse/recycle facilities with required data loggers/record system well before delivery of Judgment but the installation was completed and made functional after the matter was reserved for judgment. In order to place the same on record and deletion of direction No. (e) or any other suitable direction, GBL have filed an Application being MA No. 64 of 2015 before the NGT. Since the matter is already listed for compliance on 31.7.2015 the said MA shall be clubbed together unless there is any urgency reported by any of the party.

E) Closure Notice issued by Central Pollution Control Board (CPCB) for Sakarwadi Distillery Unit of

the Company at Dist, Ahmednagar, Maharashtra: Central Pollution Control Board (CPCB) has issued closure directions to the Plant at Sakarwadi, Dist.- Ahmednagar, Maharashtra vide their letter No. F. No. B-344/PCI-III/2K-2K01/3899 dated 17.07.2013 on the basis of visit of CPCB team on 21.02.2013 and observations of non compliances of the earlier directions dated 25.04.2011. It was directed by CPCB not to restart the Plant till effluent is disposed off. CPCB vide same letter issued the directions for the compliance of standards and norms in respect of the emission and effluent standards and to meet consent conditions granted by State Pollution Control Board and directed that the Unit shall close all its manufacturing operations till compliance of CPCB directions dated 25.04.2011 is achieved to satisfaction of CPCB. The unit has forthwith stopped the operations and started the implementation to comply with the CPCB directions. CPCB has issued the modified directions vide Letter No. F. No. B-344/PCI-III/2K-2K01/3393 dated 15.10.2013 allowing resuming the operations of Chemical Plants except Distillery. It was directed that the Distillery unit shall remain closed till compliances of the directions given vide said letter, are achieved to satisfaction of CPCB and the Unit shall resume the operations of Chemical Plants. The Chemical Unit has resumed the operations of Chemical Plant from 17.10.2013 onwards. It was planned to dispose off the accumulated spent wash (effluent) through R.O. Plants but could not dispose off the old accumulated spent wash due to frequent fouling of membranes and frequent shutdowns and subsequent cleaning of R.O. Plant. Now, major quantity of accumulated spent wash is disposed off by means of Biocomposting and the Company has applied to CPCB for permission to resume operations of Distillery vide the letter GBL/SAK/1452 dated 3rd March 2015, the reply of the same is awaited.

F) Cane Price for the sugar season 2007-08:

Cane Commissioner of Karnataka had issued a notification dated 3rd September 2013 directing the sugar mills which had not paid the additional cane price of Rs.160/Ton for the sugar season 2007-08, to pay the cane price immediately. This price being arbitrary and unfair, a Writ Petition W.A. NO.3956/2009 and 4171-4162/2009 was filed in the Karnataka High Court by South Indian Sugar Mills Association (SISMA), which SISMA lost. Hence an Special Leave Petition (SLP) was filed in the Supreme Court of India, SLP Nos. 20721-23 of 2013, praying grant of special leave to appeal from the Impugned judgment dated 10-07-2012 in W.A. NO.3956/2009 and 4171-4162/2009, passed by Hon'ble High Court of Karnataka. This case is filed by SISMA(K)on behalf of its members. Our Company is the Member of the SISMA.

of 78

(iii) 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:

The Company had issued and allotted 22,69,600 equity shares to Trustees of Sameerwadi Sugarcane Farmers’ Welfare Trust in 2009. Securities and Exchange Board of India (SEBI) has issued Show Cause Notice dated 25.01.2012 alleging violation of SEBI (ICDR) Regulations, 2009 and SEBI (CIS) Regulations, 2009 and thereafter issued 1st Corrigendum Notice dated 10.12.2012 alleging violation of Sections 56 and 73 of the Companies Act, 1956 and 2nd Corrigendum Notice dated 25.02.2013 alleging violation of Sections 67 of the Companies Act, 1956 to the Company. The matter was heard by the Whole time Member of SEBI on 21st January, 2014. SEBI had once again given a fresh date for personal hearing on 18th March 2015, which could not be attended by Company due to non-availability of Shri Janak Dwarkadas, Counsel. SEBI had intimated 23rd April, 2015 as next hearing date. However, the hearing was cancelled and the hearing is adjourned on 30th June, 2015.

(iv) 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

The following are the litigation or legal action pending or taken by Ministry or Department of the Government or

a statutory authority against the promoters of the Company:

A) Pending Income Tax Appeals:

(1) K J SOMAIYA & SONS PVT. LTD

S.No. Asst. Year Pending before Tax

Demand

Remarks

(Rs.)

1 2010-11 CIT (A) 1,255,240 If allowed by CIT(A) demand will nullify

2 2010-11 AO * Refer Note 1

3 2012-13 CIT (A) 1,120,600 If allowed by CIT(A) demand will nullify

Note 1 * Penalty may drop if relief is given by CIT (A)

(2) LAKSHMIWADI MINES & MINERALS PVT. LTD


Demand

Remarks

(Rs.)

1 2000-01 ITAT NIL If allowed by ITAT there will be refund

2 2009-10

ITAT for Order u/s 263

NIL No tax Issue

3 2009-10 CIT (A) NIL If allowed by CIT (A) than there will be increase in carry forward of loss

4 2010-11 ITAT 323,600 If allowed by ITAT (A) than there will be increase in carry forward of loss

5 2012-13 CIT (Appeals) NIL If allowed by CIT (A) than there will be increase in carry forward of loss

of 78

(3) SAKARWADI TRADING CO. PVT. LTD


Demand

Remarks

(Rs.)

1 2000-01 ITAT NIL If allowed by ITAT there will be refund

2 2011-12 CIT (A) 1,349,350 On rectification & if allowed by CIT (A) there will be refund

3 2012-13 CIT (A) NIL If allowed by CIT(A) there will be refund

(v) Remuneration of directors during current year and the last three financial years

No other Directors are paid Remuneration during the current Fiscal Year and last three financial years, Except for the below mentioned Directors:

(Rupees in Lacs) S.

No.

Financial

Year

Samir S. Somaiya V.V. Joshi S.N. Bableshwar G.M. Kajaria

1 2014-15 127.19 48.25 33.37 19.05 2 2013-14 152.50 40.12 18.21 -

3 2012-13 160.28 36.50 20.24 - 4 2011-12 110.22 25.98 8.31 -

(vi) Related party transactions during the last three financial years

(In Rs. lacs)

S .No. Particulars Twelve months

ended 31st

March 2014

(Audited)

Twelve months

ended 31st

March 2013

(Audited)

Nine months

ended 31st

March 2012

(Audited )

1 Investments in Equity Shares Solar Magic Pvt. Ltd. - 40.00 - Cayuga Investments B. V. - - 157.79 2 Receipt / (Given) against Loans and Advances

Given

(vii) Solar Magic Pvt. Ltd. (Net for the year) 32.14 60.43 8.20 3 Lease Rent received Solar Magic Pvt. Ltd. - 1.19 0.89 4 Commission paid Godavari Biorefineries INC. 82.56 33.44 27.61 5 Liaisoning Fees paid Godavari Biorefineries INC. 49.47 120.44 98.77 Godavari Biorefineries B. V. 16.42 6.95 - 6 Sales Godavari Biorefineries BV 336.89 - - 7 Remuneration Shri Samir S. Somaiya 152.50 160.28 110.22 Shri V. V. Joshi 40.12 36.50 25.98 Shri V. Sivaprakasham - - 14.13 Shri S N Bableshwar 18.21 20.24 8.31 8 Interest paid on Fixed Deposits Mrs Maya S. Somaiya 5.78 5.78 4.35 Shri Samir S. Somaiya 1.50 1.50 1.16 9 Salary Ms. Harinakshi Somaiya 4.86 4.86 3.77 10 Purchases from Mrs Maya S. Somaiya 8.14 12.11 - Shri Samir S. Somaiya 5.80 9.79 - Ms. Harinakshi Somaiya 1.74 2.14 - 11 Purchases from Genesis Labs Limited - 118.00 - The Book Centre Ltd. 25.39 41.14 39.11 Pentokey Organy (India) Ltd. 59.05 - 6.67

of 78

S .No. Particulars Twelve months

ended 31st

March 2014

(Audited)

Twelve months

ended 31st

March 2013

(Audited)

Nine months

ended 31st

March 2012

(Audited )

12 Rent paid to Jasmine Trading Co. Pvt. Ltd. 97.08 118.01 78.75 Somaiya Properties & Investments Pvt. Ltd. 57.74 63.60 46.04 Arpit Limited 1.01 0.98 1.38 Somaiya Chemicals Industries Pvt. Ltd. 1.74 1.74 1.74 K.J. Somaiya & Sons Pvt. Ltd. 13.21 42.72 30.89 13 Royalty paid K.J. Somaiya & Sons Pvt. Ltd. (Excluding Service

Tax) 120.42 114.28 91.45

14 Service Charges paid Lakshmiwadi Mines & Minerals Pvt. Ltd. 4.60 9.84 7.74

Filmedia Communications System Pvt. Ltd 5.19 7.44 3.81 K.J. Somaiya & Sons Pvt. Ltd. 7.11 10.35 8.50

15 Interest paid on Inter Corporate Deposit The Book Centre Ltd. - - 8.66 Somaiya Publications Pvt. Ltd. - - 2.22 Zenith Commercial Agencies Pvt. Ltd. - - 0.85

16 Unsecured Loans Received The Book Centre Ltd. - - 60.00

17 Unsecured Loans Paid The Book Centre Ltd. - - 180.00 Somaiya Publications Pvt. Ltd. - - 20.00 Zenith Commercial Agencies Pvt. Ltd. - - 61.00

18 Sales to Arpit Limited 788.74 1,173.79 784.59 Pentokey Organy (India) Ltd. 1,181.98 0.71 819.92 TOTAL 1,970.72 1,174.50 1,604.51

xxiii. 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 In the annexure to Auditors' Report for FY 2012-13 there is remark for use of short term funds for long term expenditure to the extent of Rs. 2816.53 lacs during the period.

xxiv. Other details

(i) Debenture redemption reserve

Company would create Debenture Redemption Reserve as per the Act and the regulations and guidelines issued by the Securities and Exchange Board of India (SEBI), and if during the currency of these presents, any guidelines are formulated (or modified or revised) by a Governmental Authority having authority under law in respect of creation of Debenture Redemption Reserve the Company shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the NCD Holders or the Debenture Trustees and shall also cause the same to be registered, where necessary.

(ii) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines,

etc)

(1) The Companies Act, 2013 and the applicable Rules as amended from time to

time; (2) SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as a amended from

time to time; and

of 78

(3) RBI Notification bearing no. RBI/2011-12/423 A.P. (DIR Series) Circular No.

89 dated March 1, 2012 issued by Reserve Bank of India, Foreign Exchange Department, Central Office, Mumbai – 400 001 in respect of FII investment in ‘to be listed’ debt securities.

(iii) Application process: As described below.

5. Details of the Issue

(a) Terms of the Issue

In addition to the terms mentioned below, the said NCDs shall be subject to the terms of this Information Memorandum, and Debenture Trust Deed.

Issuer Godavari Biorefineries Limited

Security Name

Godavari Biorefineries Limited-Non Convertible Debentures

Type of Instrument Senior Secured redeemable non-convertible debentures of face value Rs. 5 million (Rupees Five Million Only) each (“NCDs”).

Issue size Rs. 650 million

Nature of Instrument

Secured

Seniority Senior

Mode of Issue Private placement

Eligible Investors The following category of investors who have been specifically approached and have been identified upfront are eligible to apply for this private placement of NCDs subject to fulfilling their respective investment norms/ rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form: Foreign Institutional Investors and their sub-accounts who hold valid certificates of registration with SEBI till the expiry of the block of three years for which fees have been paid as per the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, deemed to be foreign portfolio investors in terms of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014.

Listing The NCDs are proposed to be listed on WDM segment of BSE on or before the date falling 15 days from deemed date of allotment with the BSE in accordance with all applicable rules and regulations of BSE and in compliance with applicable law. If the NCDs are not listed on BSE within 15 days of the Deemed Date of Allotment, the Issuer shall immediately redeem/buy back the NCDs and shall reimburse such NCD holders for any and all accrued interest, costs and expenses (including liquidity costs, hedge costs or other break costs), as determined and notified by each such NCD holder. In case of delay in listing of the NCDs beyond 20 days from the Deemed Date of Allotment, the Issuer will pay in cash penal interest of 1% p.a. over the Interest rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such NCDs to the investor.

Rating of the

Instrument

CARE BBB- (Triple BBB Minus) by CARE Limited

Option to retain

oversubscription

(Amount )

Not Applicable

of 78

Objects of the Issue The proceeds shall be utilised towards the capital investment programme (CIP) agreed upon by the Parties in accordance with applicable law.

Details of the

utilization of the

Proceeds

The proceeds realized out of the Issue shall be utilized towards the Objects of the Issue as aforesaid and for no other purpose.

Tenor The NCDs shall have a term of, and be immediately repayable along with accrued Interest and any unpaid amounts at the end of 6 (six) years from the date of their issuance, unless otherwise agreed upon by the parties in accordance with the applicable law. The minimum tenure of the NCDs shall be at least three years.

Rate of Interest The Rate of Interest shall be fixed at 10% per annum (inclusive of withholding tax) for the duration of the Term of which: 4% per annum shall accrue on a daily basis and shall be paid in clear and available funds on June 30, 2015 and every three month period (September 30th, December 31st and March 31st) thereafter till March 31, 2016 and the balance 6% shall accrue on a daily basis and compounded quarterly upto the Redemption Date; 5% per annum shall accrue on a daily basis and will be paid in clear and available funds quarterly for the period starting from April 1, 2016 till March 31, 2017 and the balance 5% shall accrue on a daily basis and compounded quarterly upto the Redemption Date; 6% per annum shall accrue on a daily basis and shall be paid in clear and available funds quarterly for the remainder of the term of the NCD and the balance 4% shall accrue on a daily basis and compounded quarterly upto the Redemption Date.

Step Up/Step Down

Interest Rate

Not Applicable

Interest Payment

Frequency

Quarterly and at maturity.

Interest payment

dates

The quarterly interest shall be payable on the dates falling on the last day of every fiscal quarter (i.e. June 30th, September 30, December 31 and March 31). If the Interest payment date of the NCDs, falls on a day when banks are closed in Mumbai and Mauritius (“Non-Banking Day”), the Interest payment shall be made on the immediately following Business Day including an additional amount representing the interest applied over the period of such deferral.

Interest Type Fixed

Interest Reset Process

Not Applicable

Day Count Basis Actual/Actual Basis. Interest payable on the NCDs will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case maybe.

Interest on

Application Money

Not Applicable

Default interest Additional interest payable on the outstanding amounts at 2% (two percent) over and above the Rate of Interest, compounded daily, upon occurrence of an Event of Default or a Potential Event of Default, on the Outstanding Amounts of the NCDs for the period of such default from the date of occurrence of Potential Event of Default until the date on which the Debenture Holders have been paid and/or reimbursed such amounts or the default has been cured. Provided however that no Default Interest shall be payable if such default is cured by the Issuer within the cure periods provided in clause 7 of the Debenture Trust Deed.

of 78

Final Maturity Date

& Redemption Date

The Final Maturity Date is 6 (six) years from the date of issuance of the NCDs. Redemption Date is the actual date of redemption of NCDs (whether on final maturity or through prepayment). If the Redemption Date of the NCDs, falls on a Non-Banking Day the redemption proceeds shall be paid on the immediately preceding Business Day.

Redemption Amount Principal together with accrued interest (including compounding interest), and any applicable default interest, and all other monies due and payable in relation to the NCDs.

Redemption Premium

/Discount

The principal shall be redeemed at the Redemption Date at par value together with the other amounts described above under Redemption Amount.

Prepayment NCDs may be prepaid only if Redemption Amount is paid in full.

• Once prepaid, amounts may not be redrawn. The NCDs shall be mandatorily redeemed along with their full principal, Interest and all other sums payable in relation thereto upon completion of the initial public offering of the equity shares of the Issuer.

Issue Price Rs. 5 million per NCD

Discount at which

security is issued and

the effective yield as a

result of such

discount.

Not applicable. Issuance at par

Put option Date Not Applicable

Put option Price Not Applicable

Call Option Date Not Applicable

Call Option Price Not Applicable

Put Notification Time

Not Applicable

Call Notification

Time

Not Applicable

Face Value Rs. 5 million per NCD

Minimum Application

and in multiples of

Debt securities

thereafter

A minimum of Rs. 5 million and in multiples of Rs. 5 million thereafter A maximum of NCDs with face value of Rs. 50,00,000 each aggregating upto Rs. 650 million to be issued in single issuance.

Issue Timing

1. Issue Opening Date: June 23, 2015 2. Issue Closing Date: June 24, 2015 3. Pay-in Date: On or before June 25, 2015. 4. Deemed Date of Allotment: The date of the board resolution approving the allotment of NCDs passed at the meeting of the Board of Directors or Committee thereof authorised by the Board of Directors, which shall not be later than 1 day from the Pay-in Date.

Issuance mode of the

Instrument

Dematerialised form

Trading mode of the

Instrument

Dematerialised form

Settlement mode of

the Instrument

Payment of Interest and Redemption Amount will be made by way of RTGS/NEFT and any other prevailing mode of payment as requested by the NCD holders from time to time.

of 78

Depository NSDL/CDSL

Business Day

Convention

All payments shall be made on a day (other than a Sunday or a public holiday) on which banks are normally open for regular banking business in both Mauritius and Mumbai (“Business Day”).

Record Date 15(fifteen) days prior to each Interest payment/ redemption date, for determining the beneficiaries of the NCDs for the Interest payment and/or principal repayment.

Security/Other Terms Exclusive charge on movable and immovable assets created by the Issuer out of Capital Investment Programme (“CIP Assets”) First pari passu charge on the present immoveable and moveable fixed assets of the Issuer at Sakarwadi, Maharashtra as more particularly described in the Debenture Trust Deed. No NOC from the NCD holders or Debenture Trustee will be required for Permitted Indebtedness and/or Permitted Security Interest (as defined in the Debenture Trust Deed) including the following: any future term or working capital borrowing, or

creation of a pari passu or lower ranking security over assets (other than CIP Assets) of the Issuer; unless the same (a) exceeds the agreed Debt Equtiy ratio, or (b) will result in a breach of the terms of the Transaction Documents. Creation of any charge over CIP Assets will require NOC from the NCD holders or Debenture Trustee.

indebtedness under the Existing Loan Documents (as defined in the Debenture Trust Deed) including refinancing of existing indebtedness on same terms. The Issuer shall maintain a minimum security cover of at least 1.1 times of the total principal amount of the NCDs outstanding and aggregate interest accrued but not paid on the NCDs, throughout the tenor of the NCDs. In the event of any shortfall further assets shall be secured in favour of the Debenture Trustee so as to maintain such security cover for the NCDs. Such additional security shall be promptly, and in any event within 15 days from the date of shortfall, created and perfected in favour of the Debenture Trustee. Provided that in the event the Security Cover falls below the Minimum Security Cover, the Issuer shall, subject to Applicable Law (including in relation to minimum tenor and maturity of NCDs taking into account investment by Foreign Portfolio Investors), have the option to prepay such part of the Outstanding Amounts in accordance with Debenture Trust Deed so as to restore the Minimum Security Cover. The Issuer shall also maintain Fixed Asset Cover of at least 1.2 times. The Issuer must establish and represent clear, valid and marketable title over all assets charged in favour of the Debenture Trustee In case of delay in execution of Debenture Trust Deed and charge documents beyond 60 days from the Deemed Date of Allotment, the Issuer shall refund the subscription with the agreed rate of interest or will pay penal interest of at least 2% p.a. in clear and available funds over the Interest rate till these conditions are complied with at the option of the investor. The Transaction Documents will have additional terms and conditions (including conditions precedents/subsequent, representations, covenants and events of default) as are customary to transactions of such nature. The NCD holders will have the benefit of all better terms or provisions governing events of default or rights in relation to default (howsoever described) that are available to the lenders of the Issuer who are providing debt with a maturity period of not less than one year.

of 78

Transaction

documents Debenture Trust Deed; • Disclosure Document/Information memorandum; • Credit Rating letter ; Letter appointing Registrar and Transfer Agents of the Issuer; Letter appointing the Debenture Trustee to the NCD holders and Debenture Trustee Agreement in relation to the NCDs; and Any other documents in relation to the NCDs executed by the Parties pursuant to the transaction contemplated in the above documents. (The above are hereinafter referred to as “Transaction Documents”)

Conditions precedent

to disbursement

Conditions Precedent to include the following: The Issuer to submit certified true copies/extracts of the board resolution and shareholders’ resolution with respect to the issuance of NCDs, creation of security, execution of Transaction Documents and related matters;

certified up to date copies of its memorandum and articles of association; and

latest audited financial statements for the year ending March 31, 2014 and the latest quarterly unaudited financial statements within 90 days. The Issuer shall obtain a rating letter and rational supporting the rating for the issue of the NCDs; The Issuer to prepare and file an Information Memorandum compliant in substance and form to the requirements of applicable laws, including in particular the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 with the stock exchange and submit the same to the investor; The Issuer to confirm that no Event of Default or potential Event of Default (as defined in the Transaction Documents) has occurred and is continuing and no such event or circumstance will result as a consequence of the Issuer performing any obligation contemplated under the Transaction Documents and that no Material Adverse Effect on the Issuer has occurred; The Issuer shall have received all consents, waivers, and permissions required for the issuance of NCDs and execution of Transaction Documents and performance of all obligations and transactions contemplated under the Transaction Documents (including all corporate autorisations and third party consents); The Issuer shall have obtained a certificate under Section 281 of the Income Tax Act, 1961 from the income tax authorities in relation to the security; The Issuer shall have completed all formalities in relation to the issuance of NCDs including obtaining ISIN, entering into necessary agreements with the relevant Depositories for dematerialization of the NCDs and appointment of the registrar to issue; The Issuer shall have obtained the letter(s) ceding exclusive charge and first charge from other lenders for the security created/proposed to be created for the issue of the NCDs); and

Such other conditions precedent as may be stipulated in the Transaction Documents.

Conditions

subsequent to

disbursement

Conditions Subsequent shall include the following: The Issuer shall comply with all reporting and filing requirements applicable to it pursuant

of 78

to the listing agreement to be entered into with BSE for the listing of the NCDs thereon and shall pay any costs relating thereto; The Issuer shall comply with all applicable legal requirements for the creation of a debenture redemption reserve (DRR), as soon as practicable, and credit of appropriate amounts into such DRR as relates to the NCDs; The Issuer shall ensure security creation as per the terms of the Information Memorandum, including execution of the Debenture Trust Deed and making necessary or desirable filings, registration and notarizations including filing of the charge with the RoC, and shall pay any costs relating thereto; The Issuer shall do all other acts necessary for the purpose of assuring the legal validity of the Transaction Documents and the NCDs; The Issuer shall be in compliance with the Capital Investment Programme throughout the term subject to variation of 20% in the allocated budget for any activity under the Capital Investment Programme; The Issuer shall forward a quarterly report to the Debenture Trustee containing, among others, (i) an updated list of the names and addresses of the NCD holders, (ii) details of interest due but unpaid and reasons thereof; (iii) the number and nature of grievances received from NCD holders and resolved by the Issuer, and (iv) a statement that the assets of the Issuer which are available by way of security are sufficient to discharge the claims of the NCD holders as and when they become due. The Issuer shall have executed the documents for creation of mortgage over its immovebale CIP Assets situated at Sameerwadi, Karnataka.

Events of default To comprise, among others, the following: Payment default in respect of any amount payable under the Transaction Documents or in relation to the NCDs. Breach of covenants, undertakings or other obligations Breach of representations • Issuer ceasing to carry on business • Performance of obligations of Issuer becoming illegal or unlawful • Winding up/Bankruptcy/Dissolution of the Issuer • Insolvency of the Issuer upon a Change of Control of the Issuer if it becomes unlawful for any party to perform its obligations under the Transaction Documents upon occurrence of a Material Adverse Effect. • Failure to maintain Security Cover or CIP Asset Cover. “Control” shall mean the power to direct the management and policies of an entity through (i) the ownership of more than 50% of the shares or securities of such entity; or (ii) control the composition of the board of directors of such entity. “Material Adverse Effect” shall mean, any event or circumstance that may have a material adverse effect on (a) the ability of the Issuer to repay any amounts in relation to the Transaction Documents, (b) the legality, validity, binding nature or enforceability of any of

of 78

the Transaction Documents, or (c) the rights or remedies of the Debenture Trustee and NCD holders under the Transaction Documents. These events of default are only indicative and additional events of default may be included in the Transaction Documents.

Provisions related to

Cross Default Clause

N.A.

Role and

Responsibilities of

Debenture

Trustee

The Issuer shall appoint a Debenture Trustee, as it deems fit, for the benefit of the NCD Holders (hereinafter referred to as the “Debenture Trustee”). The Issuer will enter into a Debenture Trust Deed, inter alia, specifying the powers, authorities and obligations of the Issuer and the Debenture Trustee in respect of the NCDs. Further, the roles and responsibilities of the Debenture Trustee shall be in accordance with the SEBI (Debenture Trustee) Regulations, 1993, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, Companies Act, the simplified listing agreements, each as amended from time to time.

Costs and expenses All costs and expenses incurred in relation to issuance of NCDs (including statutory payments and stamp duty) will be borne by the Issuer.

Governing law and

Jurisdiction

The NCDs and Transaction Documents shall be governed by the laws of India and shall be subject to the jurisdiction of the courts at Mumbai, India and for immovable property forming part of Secured Assets, the appropriate court where such property is situated.

of 78

(b) Illustration of Debentures Cash Flows:

Rs. In Lacs

Months Nos of

Days

Opening

Principal

Outstanding

Cash Coupon

(Incl. Withholding

Tax)

Accrued

Coupon

Total

Coupon

Total

Principal+Coupon

Cash

Coupon

Paid

Principal

Outstanding

1 2 3 4 = (2+3) 5 = (1+4) 6 = 2 5 = (1+4)

1-Apr-1521-Jun-15 81 6,500.00 6,500.00 30-Jun-15 10 6,500.00 7.11 10.66 17.77 6,517.77 7.11 6,510.66

Coupon Rate 4% 6% 10%

30-Sep-15 92 6,510.66 65.96 98.19 164.15 6,674.81 65.96 6,608.85 Coupon Rate 4% 6% 10%

31-Dec-15 92 6,608.85 66.95 99.67 166.63 6,775.47 66.95 6,708.52 Coupon Rate 4% 6% 10%

31-Mar-16 91 6,708.52 67.22 100.08 167.29 6,875.82 67.22 6,808.60 Coupon Rate 4% 6% 10%

366 6,500.00 207.23 308.60 515.83 7,015.83 207.23 6,808.60

30-Jun-16 91 6,808.60 85.40 84.87 170.28 6,978.88 85.40 6,893.48 Coupon Rate 5% 5% 10%

30-Sep-16 92 6,893.48 87.42 86.88 174.30 7,067.78 87.42 6,980.35 Coupon Rate 5% 5% 10%

31-Dec-16 92 6,980.35 88.53 87.97 176.50 7,156.85 88.53 7,068.32 Coupon Rate 5% 5% 10%

31-Mar-17 90 7,068.32 87.68 87.14 174.82 7,243.15 87.68 7,155.47 Coupon Rate 5% 5% 10%

365 6,808.60 349.03 346.87 695.90 7,504.50 349.03 7,155.47

30-Jun-17 91 7,155.47 107.57 71.36 178.93 7,334.40 107.57 7,226.83 Coupon Rate 6% 4% 10%

30-Sep-17 92 7,226.83 109.84 72.86 182.71 7,409.53 109.84 7,299.69 Coupon Rate 6% 4% 10%

31-Dec-17 92 7,299.69 110.95 73.60 184.55 7,484.24 110.95 7,373.29 Coupon Rate 6% 4% 10%

31-Mar-18 90 7,373.29 109.62 72.72 182.34 7,555.63 109.62 7,446.01 Coupon Rate 6% 4% 10%

365 7,155.47 437.99 290.54 728.53 7,884.00 437.99 7,446.01

30-Jun-18 91 7,446.01 111.94 74.26 186.20 7,632.20 111.94 7,520.26 Coupon Rate 6% 4% 10%

30-Sep-18 92 7,520.26 114.30 75.82 190.13 7,710.39 114.30 7,596.09 Coupon Rate 6% 4% 10%

31-Dec-18 92 7,596.09 115.46 76.59 192.04 7,788.13 115.46 7,672.67 Coupon Rate 6% 4% 10%

31-Mar-19 90 7,672.67 114.07 75.68 189.75 7,862.42 114.07 7,748.35 Coupon Rate 6% 4% 10%

365 7,446.01 455.77 302.34 758.11 8,204.12 455.77 7,748.35

30-Jun-19 91 7,748.35 116.16 77.06 193.22 7,941.57 116.16 7,825.41 Coupon Rate 6% 4% 10%

30-Sep-19 92 7,825.41 118.62 78.68 197.30 8,022.70 118.62 7,904.09 Coupon Rate 6% 4% 10%

31-Dec-19 92 7,904.09 119.81 79.47 199.28 8,103.37 119.81 7,983.56 Coupon Rate 6% 4% 10%

31-Mar-20 91 7,983.56 119.69 79.40 199.09 8,182.65 119.69 8,062.96 Coupon Rate 6% 4% 10%

366 7,748.35 474.28 314.61 788.89 8,537.24 474.28 8,062.96

30-Jun-20 91 8,062.96 121.21 80.41 201.62 8,264.58 121.21 8,143.37 Coupon Rate 6% 4% 10%

30-Sep-20 92 8,143.37 123.78 82.10 205.88 8,349.25 123.78 8,225.47 Coupon Rate 6% 4% 10%

31-Dec-20 92 8,225.47 125.02 82.93 207.95 8,433.43 125.02 8,308.40 Coupon Rate 6% 4% 10%

31-Mar-21 90 8,308.40 123.53 81.95 205.47 8,513.87 123.53 8,390.35 Coupon Rate 6% 4% 10%

365 8,062.96 493.54 327.39 820.93 8,883.89 493.54 8,390.35

20-Jun-21 81 8,390.35 112.21 74.48 186.69 8,577.04 112.21 8,464.83 Coupon Rate 6% 4% 10%

365 8,390.35 112.21 74.48 186.69 8,577.04 112.21 8,464.83

20-Jun-21 -8,464.83 Repayment

of 78

(c) Other issue details

(i) NCDs in dematerialised form

The Company is issuing the NCDs only in the dematerialised form and hence no NCDs are being issued in physical form. The Company has entered in to Depository Arrangements with [NSDL] for dematerialisation of the NCDs. Applicants have to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form. NCDs of successful allottee(s) having Depository Account shall be credited to their Depository Account. Interest, Redemption Amount or other benefits with respect to the NCDs would be paid to those Debenture Holders whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

(ii) Undertaking – common form of transfer

The NCDs shall be transferred subject in accordance with the rules and procedures as prescribed by the [NSDL], Depository Participant of the transferor / transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in the dematerialised form shall be followed for transfer of the NCDs, issued in Terms of the Information Memorandum and held in electronic form. The seller should give delivery instructions containing details of the buyer’s depository account to his Depository Participant The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid /redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company. The Company is issuing the NCDs only in the dematerialised form and hence there is no physical holding of the NCDs being issued in terms of the Information Memorandum. The Company undertakes that it shall use a common form/ procedure for transfer of the NCDs issued under the terms of the Information Memorandum, if at a later stage there is some holding in the physical form due to the Depository giving re-materialisation option to any investor.

(iii) Joint-Holders

Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company, subject to other provisions contained in the Articles of Association of the Company.

(iv) Mode of Transfer

The provisions relating to transfer and transmission, nomination and other related matters in respect of equity shares of the Company, contained in the Articles of Association of the Company, shall apply mutatis mutandis to the transfer and transmission of the NCDs and nomination in this respect.

of 78

(v) Succession

In the event of demise of the sole holder of the NCDs, the Company will recognise the executor or administrator of the deceased NCD Holder, or the holder of succession certificate or other legal representative as having title to the NCDs. The Company shall not be bound to recognise such executor, administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder as being entitled to the NCDs standing in the name of the deceased NCD Holder on production of sufficient documentary proof or indemnity.

(vi) Record Date

The Record Date for the NCDs shall be 15 days prior to the date of each of the Interest payment date and/or the redemption date, as the case may be. In case the Record Date falls on non-business day, the day prior to the said non-business day will be considered as the Record Date. Interest and/or Redemption Amount shall be paid to the person whose name appears as sole / first in the register of NCD Holders/ beneficiaries on the Record Date. In the event of the Company not receiving any notice of transfer at least 15 days before the respective due date of payment of interest and at least 15 days prior to the Redemption Date, as the case may be, the transferees for the NCDs shall not have any claim against the Company in respect of interest so paid to the registered NCD Holders. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days from the date of such notification by the Depository.

(vii) List of NCD Holders / Beneficiaries

The Company shall request the Depository to provide a list of NCD Holders /Beneficial Owners at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or Redemption Amount, as the case maybe.

(viii) Payment on Redemption

The NCDs shall be redeemed at the end of the Tenor, as mentioned in the Issue Details. The NCDs will not carry any obligation, for interest or otherwise, after the Tenor. The NCDs held in the dematerialised form shall be taken as discharged on payment of the Outstanding Amounts by the Company at the Final Settlement Date to the registered NCD Holders whose name appear in the Register of NCD Holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the NCD Holders. Payment of Redemption Amount will be made by way of Cheque / DD / RTGS /NEFT / Electronic mode and any other prevailing mode of payment in the name of NCD

of 78

Holder(s)/Beneficial Owners(s) whose names appear on the List of Beneficial Owners given by the Depository to the Company as on the Record Date. Cheque/ DD will be dispatched to the NCD Holder(s) by Courier / Registered Post / Hand Delivery, in accordance with the existing rules / laws at the sole risk of the NCD Holder(s) to the sole holder(s) / first named holder(s) at the address registered with the Company.

(ix) Future Borrowings

As per terms of the Debenture Trust Deed.

(x) Effect of Holidays

If any of the Interest Payment Dates is not Business Day, interest will be payable on the last Business Day immediately preceding such day provided that Interest shall be calculated till the last day of the Fiscal Quarter.

(xi) Tax Benefits

The holder(s) of the NCDs are advised to consider in their own case, the tax implications in respect of subscription to the NCDs after consulting their own tax advisor/ counsel.

(xii) Consents

The consents in writing of Registrar to the Issue and the Debenture Trustee to act in their respective capacities have been obtained and attached as Annexure II and Annexure III to this Information Memorandum.

(xiii) Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the NCD Holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company nor its subsidiaries and affiliates or their agents shall be liable for use of the aforesaid information.

(xiv) NCD Holder not a Shareholder

The NCD Holders will not be entitled to any of the rights and privileges available to the Shareholders of the Company.

(xv) Modification of Rights

As set out in the Debenture Trust Deed.

(xvi) Notice(s)

All notices to the NCD Holder(s) required to be given by the Company or the Debenture Trustee from time to time, shall be deemed to have been given if sent by registered post / by courier to the sole / first allottee or the sole / first Beneficial Owner of the NCDs, as the case may be, or if published in Mumbai. All notice(s) to be given by the NCD Holder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication.

of 78

(xvii) Disputes and Governing Law

The NCDs are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof will be subject to the exclusive jurisdiction of the courts at Mumbai.

(xviii) NCD Documents

In the event of any discrepancy/ conflict with respect to the information related to the Issue provided in this Information Memorandum and any specific documents, then the provisions of the specific documents shall prevail at all times. Further it is expressly clarified that no statement contained herein in this Information Memorandum shall in any way prejudice any right or excuse any obligation in the documents. Further it is expressly clarified that the rights of the NCD Holder have been agreed to in the Debenture Trust Deed and the NCD Holder shall not have the right to claim any additional rights pursuant to this Information Memorandum.

(xix) Eligible Investors

The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/ rules and compliance with laws applicable to them by submitting all the relevant documents along with the Application Form: (a) FII

All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. Applications not to be made by person(s) or entity(ies) resident outside India(including NRIs, Overseas Corporate bodies, etc.) Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to 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.

(d) How to Apply

(i) Application for the NCDs

All Application Forms, duly completed, together with cheque/demand draft in favor of “GODAVARI BIOREFINERIES LIMITED” must be delivered before the Issue Closing Date to the Company or to the Arranger of the Issue. Applications for the NCDs must be in the prescribed form (enclosed) and completed in BLOCKCAPITAL LETTERS in English and as per the instructions contained therein. Investors may also remit their subscription money by way of RTGS/NEFT/Account Transfer for credit in the account of GODAVARI BIOREFINERIES LIMITED. The payment by FIIs shall be made through the payment modes permitted by the Reserve Bank of India.

of 78

(ii) Who can apply

Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum, and this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act. Only those Eligible Investors, who are specifically approached, are eligible to apply for this private placement of NCDs. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed and only such recipients are eligible to apply for the NCDs. Furthermore, NRIs, OCBs and persons resident outside India (except as specifically provided in this Information Memorandum)are not eligible to apply for or hold the NCDs. Documents to be provided by Investors / applicants: � Investors need to submit the following documents, along with the Application

Form, as applicable: � Memorandum and Articles of Association � Board Resolution / letter authorising the investment � Certified true copy of the Power of Attorney � Form 15AA for investors seeking exemption from Tax Deduction at

Source(TDS) – both on Interest on Application Money as well as annual interest payments

� Specimen signature of the authorised signatories, duly certified by an appropriate authority

� PAN to be submitted (iii) Fictitious Application

The attention of applicants is specially drawn to the provisions of subsection (1) of Section 38 of

the Act:

“Any person who—

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or

subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different

combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of,

securities to him, or to any other person in a fictitious name, shall be liable for action under section

447.”

(iv) Procedure for applying for dematerialised facility

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

the Depository prior to making the application. � The applicant must necessarily fill in the details (including the beneficiary

account number and DP’s ID) appearing in the Application Form under the heading “Details for Issue of NCDs in Electronic/Dematerialised Form”.

� NCDs allotted to an applicant will be credited directly to the applicant’s respective beneficiary account(s) with the DP.

� For subscribing to the NCDs, names in the Application Form should be identical to those appearing in the account details in the depository. In case of joint

of 78

holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

� Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and Transfer Agent to the Issue.

� If incomplete/incorrect details are given under the heading “Details for Issue of NCDs in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

� For allotment of NCDs, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible forth correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

� Interest or other benefits would be paid to those NCD Holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on the record date. In case of those NCDs for which the beneficial owner is not identified by the Depository as on the record date, the Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer, whereupon the interest and benefits will be paid to the beneficiaries, as identified.

(v) Applications under Power of Attorney

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the Company’s branch where the application has been submitted failing which the applications are liable to be rejected

(vi) PAN/GIR Number All Applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle / Ward /District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

(vii) Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/Notary Public under his/her official seal.

(viii) Date of Subscription Date of Subscription shall be the date of realisation of proceeds of subscription money in the bank account of the Company.

of 78

(ix) Details of subscription / Mode of payment

All cheques/demand drafts should be in favour of “Godavari Biorefineries Limited” and crossed “Account Payee Only”. Alternatively investors can remit their subscription money by way of electronic transfer of funds through the RTGS mechanism for credit in the account of “Godavari Biorefineries Limited” as per the following details Bank: Bank of Baroda Branch: CFS Branch, Fort, Mumbai- 400023 Bank Account No: 29150200000151 IFSC Code No.: BARBOCFSFRT

(x) Basis of Allotment

The Company has the sole and absolute right to allot the NCDs to any applicant.

(xi) Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant. The Application Forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any Interest on Application Money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: � Bank account details not given � Details for issue of NCDs in electronic/ dematerialised form not given � PAN not mentioned in appropriate place � In case of applications under Power of Attorney by limited companies, corporate

bodies, etc. relevant documents not submitted In the event of number of NCDs applied for are not allotted in full, the excess application money of such applicant will be refunded, as may be permitted.

(xii) Payment of Interest/Return Interest will be paid only to the NCD holders registered in the Register of NCD Holders or to the Beneficial Owners. The Quarterly Interest and the Extended Period Interest shall be paid by wire transfer of immediately available funds on the dates falling on the last day of every Fiscal Quarter and if such day is not business Day, then the last Business Day immediately preceding such day provided that Interest shall be calculated till the last day of the Fiscal Quarter. The determination of the persons entitled to receive Interest in respect of the NCDs (i.e., persons whose names are registered in the register of NCD Holders or the Depositories’ record) shall be made on the Record Date. In the case of joint holders of NCDs, Interest shall be payable to the first named NCD Holder.

(xiii) Redemption

The entire principal amount of the NCDs will be repaid on or before the Final Maturity Date. The NCDs held in the dematerialised form shall be taken as discharged nonpayment of the Outstanding Amounts by the Company on maturity to the registered NCD Holders whose name appears in the Register of NCD Holders on the record date. Such payment will be a legal discharge of the liability of the Company towards the NCD Holders. On

of 78

the Company dispatching the amount as specified above in respect of the NCDs, the liability of the Company shall stand extinguished. The Company's liability to the NCD Holders towards all their rights shall cease and stand extinguished on the Final Settlement Date. In case of surrender of NCDs, the Company’s liability to the NCD Holders towards all their rights shall cease and stand extinguished from the date of surrender of NCDs. Further the Company will not be liable to pay any Interest or compensation from the dates of such redemption / surrender.

(xiv) Place, Currency and Mode of Payment

All obligations of the Company on the NCDs including Interest/Return, are payable in Indian rupees only. The payments will be made through cheques or RTGS/NEFT/Fund Transfer mode.

(xv) Issue of NCDs In Dematerialised Form

The NCDs will be issued only in dematerialised form. The trading in NCDs will be in dematerialised mode only. The Company has made arrangements with the depositories for the issue of the NCDs in dematerialised form. Investors will have to hold the NCDs in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the NCDs allotted to the depository account of the investor.

(xvi) Succession

In the event of demise of a Registered NCD Holder of the NCDs, or the first holder in the case of joint holders, the Company will recognise the executor or administrator of the demised NCD Holder or the holder of succession certificate or other legal representative of the demised NCD Holder as the Registered NCD Holder of such Registered Holder’s NCDs if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder as being entitled to the NCDs standing in the name of the demised NCD Holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the NCDs, the rights in the NCDs shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law.

(xvii) Notices

The notices, communications and writings to the NCD Holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post/courier to the Registered NCD Holder(s) at the address of the NCD Holder(s) registered with the Corporate Office. All notices, communications and writings to be given by the NCD Holder(s) shall be sent by registered post or courier or by hand delivery to the Company at its Corporate Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same.

of 78

(xviii) Rights of NCD Holders

The NCD Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The NCD shall not confer upon the holder the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.

(xix) Tax Benefits

An NCD holder is advised to consider the tax implications in respect of subscription to the NCDs after consulting his tax advisor.

(xx) Debenture Trustee

The Issuer has received the consent of IL&FS Trust Company Limited to act as the Trustees on behalf of the NCD Holders. All the rights and remedies of the NCD Holders shall vest in and shall be exercised by the Debenture Trustee without referring to the NCD Holders. All investors are deemed to have irrevocably given their authority and consent to IL&FS Trust Company Limited to act as their debenture trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the NCD Holders shall discharge the Company pro rata to the NCD Holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed. A notice in writing to the NCD Holders shall be provided for the same.

(xxi) Anti Money Laundering

Since these NCDs are issued in “compulsory demat mode” and the Company uses depository system for allotment of the NCDs, KYC checks conducted by depository participants at the time of accepting the customer or transaction under the prevention of money laundering policy adopted by depositories or depository participant shall be considered adequate irrespective of risk level of the customer or transaction. However, as a matter of a good practice, Company may examine transactions/clients that may fall under “suspicious transactions “category as defined under Prevention of Money Laundering Act, 2002 and seek further information from the clients.

6. Particulars of the dates of, and parties to all material contracts, agreements involving

financial obligations of the Issuer Material Contracts - By very nature and volume of its business, the Company 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 Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Company between 10.00 a.m. and 12.00 noon on any working day until the Issue Closing Date. Para A: � Letter appointing Bigshare Services Private Limited as the Registrars and Transfer

Agents (“Registrar”) � Letter appointing IDBI Trusteeship Services Limited, as the trustee for the benefit of the

NCD Holders (“Debenture Trustee”)

of 78

Para B: � Memorandum and Articles of Association of the Company � Board Resolution dated 19th March, 2015, authorising issue of NCDs offered under

Terms of this Information Memorandum � Shareholders’ Resolution dated 16th March, 2015. � Consent letter from the Debenture Trustee for and on behalf of the NCD Holders dated

March 18, 2015. � Consent letter from Bigshare Services Private Limited for acting as Registrars to the

Issue dated March 28, 2015. � Letter from CARE Limited dated April 02, 2015 conveying the credit rating for the

NCDs of the Company � Tripartite Agreement between the Company, NSDL and the Registrar for the Issue of

NCDs in dematerialised form � Debenture Trust Deed to be executed between the Company and the Debenture Trustee.