information memorandum badve engineering limited im 0906… · memorandum decides not to...

For Private Circulation only (For the Addressee only)

Serial No.: 01

Addressed to: Bank of India

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(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT HAS BEEN PREPARED IN

CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-

NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME

TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014)

INFORMATION MEMORANDUM

BADVE ENGINEERING LIMITED

A public company with limited liability incorporated on September 25, 1996 under the Companies Act, 1956 Registered Office: Plot No. D-39 MIDC Area, Waluj, Aurangabad – 431133, Maharashtra, India

Corporate Office: Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B. Road, Pune – 411 016 CIN: U73100MH1996PLC102827

Telephone No.: 020-25630188; +91 7887880347, Contact Person: Mr. Sanchit Kalantre, Company Secretary & Compliance Officer E-mail: [email protected], Website: www.badvegroup.com

BACKGROUND

BACKGROUND This Information Memorandum is related to the Debentures to be issued by Badve Engineering Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on March 11, 2020 pursuant to Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of the Issuer on March 05, 2020 pursuant to Section 180(1)(c) of the Act and the resolution passed by the Board of Directors of the Issuer on March 06, 2020 read with the resolution passed by the Banking and Finance Committee of the Board of Directors of the Issuer on March 14, 2020, in accordance with the provisions of the Act and the Memorandum and Articles of Association of the Company.

GENERAL RISKS As the Issue is being made on a private placement basis, this Information Memorandum has not been cleared by SEBI. The Issue has not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor‟s decision to purchase the Debentures.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects 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

The Debentures proposed to be issued by the Issuer have been rated by CRISIL Limited (the “Rating Agency”/ “CRISIL”). The Rating Agency has assigned a rating of „CRISIL A/Stable‟ in respect of the Debentures. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure I of this Information Memorandum for, the letter dated April 24, 2020 from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agency for the aforesaid rating.

LISTING The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of BSE. Please refer to Annexure IX of this Information Memorandum for a copy of the in-principle approval letter dated May 26, 2020 issued by BSE.

ISSUE SCHEDULE

Heads Date

Issue Opens on May 28, 2020

Issue Closes on May 28, 2020

Deemed Date of Allotment May 29, 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

Information Memorandum dated May 26, 2020 for issue of up to 600 (Six Hundred) rated, listed, secured, redeemable non-convertible debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 60,00,00,000/- (Rupees Sixty Crores only) (the “Debentures”), on a private placement basis (the “Issue”).


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Debenture Trustee Registrar & Transfer Agent

IDBI Trusteeship Services Limited

Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001

Contact Person: Mr. Dinesh Ladwa Email: [email protected]

Website: www.idbitrustee.com

Link Intime India Private Limited

C 101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai, Maharashtra 400083

Contact Person: Mr. Ganesh Jadhav Email: [email protected] Website: www.linkintime.co.in


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TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS 4 2. NOTICE TO INVESTORS AND DISCLAIMERS 8 3. RISK FACTORS 11 4. DISCLOSURES UNDER SEBI DEBT LISTING REGULATIONS 18 5. DISCLOSURES PERTAINING TO WILFUL DEFAULT 66 6. DISCLOSURES UNDER THE COMPANIES ACT 67 7. APPLICANT‟S DETAILS 79 8. OTHER INFORMATION AND APPLICATION PROCESS 80 9. DECLARATION 90 ANNEXURE I: RATING LETTER AND RATING RATIONALE 91 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 92 ANNEXURE III: APPLICATION FORM 100 ANNEXURE IV: AUDITED FINANCIAL STATEMENTS 103 CONSOLIDATED BALANCE SHEET 103 STANDALONE BALANCE SHEET 105 CONSOLIDATED PROFIT AND LOSS STATEMENT 107 STANDALONE PROFIT AND LOSS STATEMENT 109 CONSOLIDATED CASHFLOW STATEMENT 111 STANDALONE CASHFLOW STATEMENT 113 ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE 115 ANNEXURE VI: RELATED PARTY TRANSACTIONS 116 ANNEXURE VII: COPY OF BOARD RESOLUTION 117 ANNEXURE VII: COPY OF SHAREHOLDERS' RESOLUTION 118 ANNEXURE IX: IN PRINCIPLE LISTING APPROVAL 128


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1. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue to the successful Applicants.

Applicable Law All applicable statutes, enactments or acts of any legislative body in India, laws, ordinances, rules, bye laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority in India and any modifications or re-enactments thereof that are relevant to Debentures.

Applicants The investor who applies for subscription to the Debentures by submitting a valid Application Form.

Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is annexed to this Information Memorandum and marked as Annexure III.

Application Money The money credited by the Applicant to the Issuer‟s bank account for the purpose of subscription of NCD.

Approvals / Clearances Shall mean any permit, permission, license, approval, authorization, consent, clearance, waiver, no objection certificate or other authorization of whatever nature and by whatever name called which is required to be granted by any Person including by any governmental authority, lenders, RBI, or any other authority under any Applicable Law.

Articles of Association/ Articles

The articles of association of the Issuer, as amended from time to time.

Board/Board of Directors The Board of Directors of the Issuer and includes any authorised committee of directors, formed or to be formed in this regard.

Business Day Any day of the week (excluding Sundays or any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) in Mumbai and any other day on which banks are closed for general business in Mumbai, India or any day on which high value clearing or RTGS is not available for any reason whatsoever at the place where the Registered/Corporate Office of the Company is situated)

BSE BSE Limited.

Coupon The Debentures shall carry a coupon of 9.50% (Nine Decimal Point Five Zero Percent) per annum payable on a semi-annual basis on each of the Coupon Payment Dates.

Coupon Payment Date Shall mean each of the dates, as set out in Annexure V of this Information Memorandum.

Companies Act/ the Act The Companies Act, 2013, and to the extent not repealed and replaced by the Companies Act, 2013, shall mean the Companies Act, 1956.

CRISIL CRISIL Limited, a company set up under the Companies Act, 1956 and having its registered office at Crisil House, Central Avenue, Hiranandani Business Park, Powai, Mumbai Maharashtra – 400076.

Debentures / NCDs 600 (Six Hundred) rated, listed, secured, redeemable non-convertible Debentures having face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each of the aggregate nominal value of Rs. 60,00,00,000/- (Rupees Sixty Crores only).

Debenture Holders / Investors Initially, the persons to whom the Information Memorandum has been issued to and who have subscribed the Debentures in the primary market and thereafter shall mean and include any Person to whom the Debentures are transferred to, each who fulfils the following requirements:


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(a) Persons who are registered as such as the Beneficial Owners; and (b) Persons who are registered as debenture holder(s) in the Register of

Debenture Holder(s); (in the event of any inconsistency between sub paragraph (a) and (b) above, sub paragraph (a) shall prevail).

Debenture Outstandings Shall mean on any given date, any and all amounts that are outstanding in respect of the Debentures on such date (whether due or not), including Principal Amount and Coupon along with the Default Interest, liquidated damages, and all fees, costs, charges, expenses and other monies, if any, payable by the Company in accordance with the terms of the Transaction Documents.

Deemed Date of Allotment / Allotment Date

May 29, 2020.

Debenture Trustee / Trustees IDBI Trusteeship Services Limited.

Debenture Trust Deed The deed to be executed between the Company and the Debenture Trustee setting out the roles and responsibilities of the Debenture Trustee in connection with the issuance of the Debentures.

Demat Refers to dematerialized securities which are securities that are in electronic form and not in physical form, with the entries noted by the Depository.

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time with whom the Issuer has made arrangements for dematerializing the Debentures.

Depository Participant / DP A depository participant as defined under the Depositories Act.

Director(s) Director(s) of the Issuer unless otherwise mentioned.

Disclosure Document / Information Memorandum

This document which sets out the information regarding the Debentures being issued on a private placement basis.

DP ID Depository Participant Identification Number.

Due Date Any date on which the holders of the Debentures are entitled to any payments, including on the Redemption Dates or upon acceleration pursuant to occurrence of any Event of Default.

Event of Default Shall mean any of the events described as an „Event of Default‟ in the Transaction Documents.

Electronic Book Provider/ EBP BSE Limited.

Final Settlement Date shall mean the date on which the Debentures have been redeemed in full on the scheduled Maturity Date in accordance with the terms of the Transaction Documents and the Debenture Trustee (acting on the instructions of the Debenture Holders) has provided a written confirmation of the same to the Issuer (with a copy marked to the Debenture Holders).

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year.

Identified Properties Shall mean all right, title and interest of the Company in the following properties: (a) plant and machinery and other fixed assets situated at Unit no. X of

the Company located at B-32-1-5, MIDC Area, Waluj, Aurangabad - 431136; and

(b) plant and machinery and other fixed assets situated at Unit no. XXXIII of the Company located at Sector-3, Plot No. 180C, HSIDC, Bawal, Rewari – 123501;

the details of which will be more particularly set out in the relevant


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Transaction Document in relation to creation of first ranking pari passu charge by way of hypothecation over the said properties in favour of the Debenture Trustee.

Issue Private placement of the Debentures.

Issue Opening Date Subject to any change to the Issue Schedule by the Issuer, the Issue Opening Date shall be as indicated on the cover page.

Issue Closing Date Subject to any change to the Issue Schedule by the Issuer, the Issue Closing Date shall be as indicated on the cover page.

Issuer/ Company Badve Engineering Limited.

Majority Debenture Holders Debenture Holder(s) holding an aggregate amount representing not less than 75% (Seventy Five Percent) of the value of the nominal amount of the Debentures for the time being outstanding.

Maturity Date May 28, 2023, subject to early redemption/ acceleration pursuant to the Event of Default.

Memorandum of Association/ Memorandum

The Memorandum of Association of the Issuer, as amended from time to time.

N.A. Not Applicable.

NSDL National Securities Depository Limited.

PAN Permanent Account Number.

Principal Amounts Means the aggregate face value of the Debentures.

RBI Reserve Bank of India.

Rating Agency CRISIL Limited.

Record Date The date which will be used for determining the Debenture Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 15 (Fifteen) days prior to any Due Date.

Redemption Dates The redemption dates for the Debentures shall be as set out in Annexure V of this Information Memorandum, subject to early redemption/ acceleration pursuant to the Event of Default.

R&T Agent Registrar and Transfer Agent to the Issue, in this case being Link Intime India Private Limited.

ROC Registrar of Companies.

Rs. / INR Indian National Rupee.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time).

SEBI Debt Listing Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended from time to time.

SEBI Electronic Book Mechanism Guidelines

The guidelines issued by SEBI and pertaining to the Electronic Book Mechanism set out in the terms specified by SEBI in its Circular dated January 05, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) titled „Electronic book mechanism for issuance of securities on private placement basis‟ read with the related clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time.

Special Resolution Means a resolution passed by the Debenture Holders (whether at a meeting of the Debenture Holders or by way of a circular resolution) with approval of such number of Debenture Holders whose participation or share in the Principal Amount(s) outstanding with respect to the Debentures aggregate to more than 75% of the value of the nominal amount of the Debentures for the time being outstanding.


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TDS Tax Deducted at Source

Transaction Documents The documents executed or to be executed in relation to the issuance of the Debentures, in this case being, (i) this Information Memorandum, (ii) the Debenture Trustee Agreement, (iii) the Debenture Trust Deed, (iv) documents in relation to creation of first ranking pari passu charge by way of hypothecation over the Identified Properties, (v) Power of Attorney, (vi) rating letter and rating rationale, (vii) letter of appointment of registrar & transfer agent, (vii) consent letter from Debenture Trustee and (viii) any other documents that may be designated by the Debenture Trustee as a Transaction Document.


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2. NOTICE TO INVESTORS AND DISCLAIMERS 2.1 ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures is being made strictly on a private placement basis and is proposed to be listed. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general. This Information Memorandum has been prepared solely to provide general information about the Issuer to investors to whom it is addressed and who, being permitted pursuant to the provisions of this Information Memorandum, are willing to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debentures. Each Investor contemplating subscription to any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such Investor‟s particular circumstances. It is the responsibility of the Investors to also ensure that they will sell these Debentures in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk. This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients may apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents hereof without the consent of the


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Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to the Issuer or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies thereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter 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 authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential Investors in the Issue on the strict understanding that it is confidential. 2.2 DISCLAIMER OF THE TRUSTEE

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investor‟s particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Trustees, ipso facto do not have the obligations of a borrower or a principal debtor or as to the monies paid/invested by investors for the Debentures.

2.3 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the clause titled “Persons who may apply” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Please refer to Section 4.20 of this Information Memorandum, under row titled „Governing Law and Jurisdiction‟ for details in relation to the governing law and jurisdiction applicable to any disputes arising out of this Issue. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.


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2.4 DISCLAIMER IN RESPECT OF RATING AGENCY

A CRISIL rating reflects CRISIL‟s current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the Issuer or obtained by CRISIL from sources it considers reliable. A CRISIL rating is not a recommendation to buy, sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. All CRISIL ratings are under surveillance. CRISIL or its associates may have other commercial transactions with the Issuer. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers of the Debentures. 2.5 FORCE MAJEURE

The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the Application Money, if any, collected in respect of the Issue in accordance with the Information Memorandum without assigning any reason.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depository(ies) for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment after verification of the Application Form and the accompanying documents, in accordance with the SEBI Electronic Book Mechanism Guidelines. 2.7 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum shall be filed with BSE in terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does the BSE warrant that the Issuer‟s Debentures will be listed or will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer. 2.8 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. Each recipient of the Information Memorandum acknowledges that each recipient has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained therein. The Company has prepared this Information Memorandum and the Company is solely responsible for its contents. All the information contained in this Information Memorandum has been provided by the Company or is from publicly available information.


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3. RISK FACTORS Every business carries certain inherent risks and uncertainties that can affect its financial condition, results of operations and prospects. The management of the Issuer understands that risks can negatively impact the attainment of both short term operational and long term strategic goals. The following factors have been considered for determining the materiality, of which:

a) Some events may not be material individually but may be found material collectively.

b) Some events may have material impact qualitatively instead of quantitatively.

c) Some events may not be material at present but may have material impact in future. The Issuer believes that these risk factors may affect its ability to fulfil its obligations under the Debentures issued under this Information Memorandum. All these factors may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such event occurring. The following are the risks relating to the Issuer, the Debentures and the market in general envisaged by the management of the Issuer. Potential investors should carefully consider all the risk factors in this Information Memorandum for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. Unless the context requires otherwise, the risk factors described below apply to the Company and its subsidiaries only. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures but does not represent that the statements below regarding risks of holding the Debentures are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision. If any one of the following stated risks actually occurs, the Issuer‟s business, financial conditions and results of operations could suffer and, therefore, the value of the Debentures could decline and/or the Issuer‟s ability to meet its obligations in respect of the Debentures could be affected. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. 3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER

Potential investors should be aware that receipt of the Principal Amount and Coupon payments and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value. 3.3 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures.


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3.4 TAX, LEGAL AND ACCOUNTING CONSIDERATIONS Special tax, accounting and legal considerations may apply to certain class/ types of investors. Potential investors are advised to consult with their own tax, accounting and legal professional advisors to determine the tax, accounting, legal or other implications of their investment in the present Issue. 3.5 ISSUER’S INDEBTEDNESS AND COVENANTS IMPOSED BY ITS FINANCING ARRANGEMENTS

MAY RESTRICT ITS ABILITY TO CONDUCT ITS BUSINESS OR OPERATIONS Issuer‟s financing arrangements require it to maintain certain security cover for some of its borrowings. Should there be any breach of financial or other covenants of any financing arrangements and such breach continues beyond the stipulated cure period (if any), the Issuer may be subjected to various consequences as a result of such default including forced repayment of such borrowings. Further, under some of the financing arrangements, the Issuer is required to inform / obtain prior approval of the lenders / debenture holders / debenture trustee for various actions. This may restrict / delay some of the actions / initiatives of the Issuer from time to time. 3.6 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR

THE ISSUER’S ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.

The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. 3.7 SECURITY MAYBE INSUFFICIENT TO REDEEM THE DEBENTURES

The Debentures are proposed to be secured by the assets described in “Issue Details”. In the event that the Issuer is unable to meet its payment and other obligations towards potential investors under the terms of the Debentures, the Debenture Trustee may enforce the security. The potential investors‟ recovery in relation to the Debentures will be inter alia subject to: (i) the market value of the security; and (ii) finding a willing buyer for the security at a price sufficient to repay the amounts due and payable to the potential investors‟ amounts outstanding under the Debentures.

3.8 LEGALITY OF PURCHASE

Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it. 3.9 POLITICAL AND ECONOMIC RISK IN INDIA

The Issuer operates mainly within India and, accordingly, a substantial part of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition. The Issuer‟s performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect the business, future financial performance and results of operations of the Issuer.


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3.10 THE ECONOMIC FALLOUT FROM THE SPREAD OF THE COVID-19 VIRUS MAY IMPACT THE

ISSUER’S BUSINESS PROSPECTS, FINANCIAL CONDITION, RESULT OF OPERATIONS AND CREDIT RISK

The spread of the COVID-19 virus has affected millions across the globe and the same coupled with measures taken by the governments including lockdowns/ curfew has not only affected day to day lives of people but has also given a hard blow to the supply chain of factories, with trade routes being disturbed and slowing down of the industry, trade, commerce and business activities across all sectors. The COVID-19 virus pandemic is however also adversely affecting, and is expected to continue to adversely affect, our operations, liquidity and cashflows. While the extent of negative financial impact cannot be reasonably estimated at this time, a sustained economic slowdown may significantly affect our business, financial condition, liquidity, cashflows and results of operations and the same will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 virus and the actions to contain the COVID-19 virus or treat its impact, among others. Consequently, there may be a negative effect on the Company‟s ability to service the obligations in relation to the Debentures.

3.11 RISKS IN RELATION TO ISSUER’S BUSINESS

This section should be read together with the financial statements, including the notes thereto, and other financial information included elsewhere or referred or extracted in this Information Memorandum. The risks and uncertainties described below are not the only risks that we currently face. Additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, may also adversely affect our business, prospects, financial condition and results of operations and cash flow. Without limiting or restricting the effect of the above, risks to Issuer‟s business includes the following:

A. We are affected by economic trends and adverse developments in the global economy and in

countries/regions where we operate.

B. We depend upon sales of our products to a small number of customers, and the loss of or reduction in sales to any of our major customers would have a material adverse effect on us.

C. Our customers may fail to pay us the amounts due to us on time or at all, which could have a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

D. Our business may be adversely impacted by the emissions incident involving alleged violations by our customer.

E. Seasonal or economic cyclicality coupled with reduced demand in the automotive industry in which we operate could affect our business.

F. Our customers may encourage competition to reduce their costs and even reduce sourcing from us to reduce their dependence on us, which would have a material adverse effect on us.

G. We may incur significant costs in connection with ongoing efforts by our customers to restructure their operations.

H. Escalating price pressure from customers could materially and adversely affect our business.

I. Deterioration in the performance of any of our subsidiaries, joint ventures and affiliates may adversely affect our results of operations and our ability to service obligations under the Debentures depends on


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our ability to obtain cash dividends or other cash payments. J. Competition in our markets could reduce our profitability or reduce our market share.

K. Our inability to identify and adapt to evolving industry trends and preferences and develop new products

to meet our customers‟ demands may adversely affect our business.

L. Any disruption of the operations of our manufacturing, design, engineering and other facilities could materially and adversely affect our business, financial condition and results of operations.

M. The Issuer does not own all its premises from which it operates and continuous and uninterrupted use and possession of such premises are subject to certain conditions as per the lease agreements.

N. We depend on our suppliers, some of whom are our competitors, for the supply of raw materials and components that are critical to our manufacturing processes. Our production could also be adversely affected by any quality or reliability issues with any of our component suppliers. If we receive low-quality or defective components or raw materials, this may delay our production or lower the quality of our finished products. Any such delays or quality defects may affect our relationship with our customers and result in a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

O. A loss of suppliers or interruptions in the delivery of raw materials could adversely affect our results of operations and cash flows.

P. Volatility in the prices of raw materials or pre-constructed components on which we rely could adversely affect our results of operations and cash flows.

Q. Increase in the price or inadequate supply of energy and other input materials may adversely affect our results of operations and cash flows.

R. Our business could be adversely affected by any delays or increased costs resulting from issues that our common carriers may face in transporting our raw materials, components or finished products.

S. Damage to our image and reputation or any of our customers‟ image and reputation could have a material adverse effect on our results of operations.

T. Legal or regulatory claims or investigations against us could have a material adverse effect on our financial position.

U. We are required to obtain and maintain quality and product certifications for certain markets and customers.

V. The discontinuation of, the loss of business with respect to, or lack of commercial success of, a particular vehicle model for which we are a significant supplier could affect our business and results of operations.

W. The acquisition of other companies, businesses or technologies could result in operating difficulties, dilution and other adverse consequences.

X. We have experienced significant growth in recent years and could make investments and acquisitions in the future that involve considerable integration costs, and we may be unable to sustain, manage or realize the expected benefits of such growth or may not be able to fund that growth.

Y. Our business, results of operations, cash flows and financial condition may be significantly impacted by any reorganization or restructurings in the future.


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Z. Our estimates of production volume we produce may not correspond to actual demand for our products.

AA. Start-up costs and inefficiencies related to new products or programs can adversely affect our operating results and such costs may not be fully recoverable if new programs are cancelled.

BB. A decline in the financial condition of original equipment manufacturers or other customers or suppliers could have a material adverse effect on our business, financial condition and results of operations.

CC. Our concentrated and complex domestic operations subject us to risks in saturated market that could adversely affect our business.

DD. Any inability to manage our growing domestic business may materially and adversely affect our financial condition and results of operations.

EE. We are exposed to risks associated with foreign exchange rate fluctuations and hedging.

FF. Our continued operations are critical to our business and any shutdown of our manufacturing facilities may have an adverse effect on our business, results of operations and financial condition.

GG. Natural or man-made disasters and other events outside our control, and the ineffective management of the effects of such events, may affect our business.

HH. Any delay in the implementation or failure in the operation of our information systems could disrupt our operations and cause an unanticipated increase in costs.

II. Increasing labour costs or labour unrest in various jurisdictions in which we operate may adversely affect us. Also, employee misconduct could harm us and is difficult to detect and deter.

JJ. We rely upon contract labour to carry out some of the activities at our manufacturing facilities, and any shortage of such contract labour or work stoppages caused by disagreements with independent labour contractors could adversely affect our business, financial condition and results of operations.

KK. Agreements with unions or works councils could reduce our ability to manage our cost base and cause labour unrest or work stoppages at our facilities.

LL. We depend on our promoters, senior management, executive officers, key employees and skilled personnel, and if we are unable to recruit and retain skilled management personnel, our business and our ability to operate or grow our business could be adversely affected.

MM. We cannot guarantee that our decentralized structure will not lead to incidents or developments that could damage our reputation, operations or financial condition.

NN. Our business exposes us to potential liabilities that may not be covered by insurance.

OO. Our future success depends on our ability to satisfy changing customer demands by offering innovative

products in a timely manner and maintaining such products‟ competitiveness and quality.

PP. Product liability and other civil claims and costs incurred as a result of product recalls could have a material adverse effect on our business, financial condition and results of operations.

QQ. Our operations are subject to environmental and health and safety laws and other government regulations which could result in material liabilities in the future.


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RR. Significant changes in laws and governmental regulations could have an adverse effect on our profitability.

SS. We face risks relating to the availability of tax deductions. Also, changes in legislation or policies related to tax applicable to us could adversely affect our results of operations.

TT. We have entered into, and will continue to enter into, related party transactions, and there can be no assurance that we could not have achieved more favourable terms had such transactions not been entered into with related parties.

UU. Our factoring facilities expose us to various risks.

VV. Any downgrade of our debt ratings or of India‟s debt rating by international rating agencies could adversely affect our business.

WW. Our off-balance sheet liabilities could adversely affect our financial condition.

XX. Our ability to pay interest / dividends / coupon in the future will depend upon our future earnings, financial condition, cash flows, capital expenditure, long-term target payout ratios, growth & investment opportunities, current capital ratios, current & prospective financial performance and other macro & micro-economic factors.

YY. Certain terms contained in our business agreements may be onerous and commercially restrictive.

ZZ. Any conflict of interest which may occur between our business and any other similar business activities pursued by our promoters or directors could have a material adverse effect on our business, financial condition and results of operations.

AAA. A failure to comply with financial and other restrictive covenants imposed on us under our financing agreements could cause us to default on these agreements, which could adversely affect our ability to conduct our business and operations.

BBB. The outstanding litigations against the Issuer could adversely affect our financials and business. CCC. We have given corporate guarantees in relation to certain debt facilities provided to certain of Issuer‟s

subsidiaries, which, if invoked, will require us to pay the guaranteed amounts.

DDD. Our business, results of operations, cash flows and financial condition may be significantly impacted by any reorganization or restructurings in the future.

3.12 RISKS IN RELATION TO ENFORCEMENT A. Significant delays may be faced in court proceedings in India.

The Debenture Trustee and/or the Debenture Holders may need to seek recourse to Indian courts to enforce their rights under the Transaction Documents and/or in respect of the Debentures in the event that the Issuer fails to honour its obligations in relation to the Debentures. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.

B. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts.


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The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures, and the Transaction Documents, or otherwise vested in it by law, will be subject to general equitable principles, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

C. The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities, including monies due and payable to secured creditors of the Issuer, preferred by law on an insolvency of the Issuer.


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4. DISCLOSURES UNDER SEBI DEBT LISTING REGULATIONS 4.1 Documents submitted to the BSE The following documents have been submitted to the BSE:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the

Debentures; B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Copy of the Board / Committee Resolution authorising the issue of Debentures and list of authorised

signatories; E. Undertaking from the Issuer stating that all documents required to be executed in relation with the

Debentures shall be executed within the time frame specified, and uploaded on the website of the Designated Stock Exchange, where the Debentures are listed, within a period of 5 (Five) working days of the execution of the same;

F. An undertaking that permission/consent from the prior creditor for the first ranking pari passu charge over the Identified Properties being created in favour of the Debenture Trustee shall be obtained within the time frame specified herein for creation of security for the Debentures;

G. Any other particulars or documents that the stock exchange may call for as it deems fit.

4.2 Documents submitted to the Debenture Trustee

The following documents have been submitted to the Debenture Trustee:

A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest audited and standalone financial information (profit & loss statement, balance sheet and cash

flow statement) and auditor qualifications, if any; E. An undertaking to the effect that the Issuer would, till the redemption of the Debentures, submit the

details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Issuer shall also promptly submit to the Debenture Trustee all the other documents/intimations as are required to be submitted under the provisions of Regulation 56 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all „Qualified Institutional Buyers‟ (QIBs) and other existing debenture holders within 2 (Two) Business Days of their specific request.

4.3 Issuer Information

Sr. No.

Particulars Details

1. Registered Office of the Issuer Plot No. D-39 MIDC Area, Waluj, Aurangabad – 431133, Maharashtra, India.

2. Corporate Office of the Issuer Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B. Road, Pune – 411 016, Maharashtra, India.

3. Registration Corporate Identification Number: U73100MH1996PLC102827 issued by the Registrar of Companies, Mumbai.

4. Compliance Officer of the Issuer Name: Mr. Sanchit Kalantre


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Sr. No.

Particulars Details

Designation: Company Secretary & Compliance Officer Address: Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B. Road, Pune – 411 016 Tel: 020-25630188; +91 7887880347 Email: [email protected]

5. Chief Financial Officer (CFO) of the Issuer Name: Mr. Rahul Shashikant Ganu Address: Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B. Road, Pune – 411 016 Tel: 020-25630188 Email: [email protected]

6. Trustee to the Issue IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001 Tel: +91 22 4080 7033 Fax: + 91 22 6631 1776 Contact person: Mr. Dinesh Ladwa, Vice President and Team Leader Email: [email protected]

7. Registrar and Transfer Agent to the Issue Link Intime India Private Limited 247 Park , C 101 1st Floor , LBS Marg , Vikhroli ( W ) , Mumbai – 400 083 Tel: +91 22 2596 3838 Fax: +91 44 2814 2479 Contact person: Mr. Ganesh Jadhav Email: [email protected]

8. Credit Rating Agency (s) of the Issue

CRISIL Limited Crisil House, Central Avenue, Hiranandani Business Park, Powai, Mumbai Maharashtra – 400076 Tel: +91-022- 3342 3000 Fax: +91-022- 4040 5800 Contact person: Pooja Sawant Email: [email protected] Website: www.crisil.com

9. Auditor(s) of the Issuer M/s. Deepa Ankit Jain & Associates, Chartered Accountants A 115, IIIrd Floor, Joshi Colony, I. P. Extn., Patparganj, Delhi – 110092 Tel No.: +91-9958555533, +91-9650028288 Contact Person: Deepa Jain Email: [email protected]

4.4 A brief summary of business / activities of Issuer and its line of business

A. Overview:

I. Brief overview of the Company

The Issuer is the flagship company of Badve Group Industries (“BGI”). BGI is one of the leading suppliers to the global automotive industry. Established in 1988, BGI is a systems solution provider with a diversified, industry-leading portfolio of auto ancillary products and services that focus principally on the automotive industry in India.


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As one of the domestically preferred partners by customers, BGI has a balanced customer base spread across regions with more than 64 facilities in India and a foot print in Dubai, U.A.E. BGI believes that its core competitive advantage is its ability to manufacture top quality products that cater to customer needs across automotive industry based on its innovative efforts and dedication to quality and customer service. BGI‟s diverse portfolio comprises:

a) Metal, Painted & Plated Automobile Components: Two Wheeler Silencer, Two Wheeler Frame, Side Stand, Guard, Break Pedal, Four wheeler Chassis, Three Wheeler Chassis, Cross Car Beam, Engine Cradle, Exhaust and Flexible Tubes, Pedal Gear Change, Handle etc.

b) Plastic Molded & Painted Components: Front Fender, Rear Fender, Chain Case Upper & Lower, Shroud Inlet, Side Cover, Fairing, Seat Cover, Two/Four wheeler Components, Home Appliances, Frame Freezer, Cover Tray Chiller, Handle, Cover Deodorizer & Helmets etc.

BGI is accredited with Three National Awards:

a) National Award for Quality Products in Auto Parts Sector for the year 1995-96 at the hands of the then Hon‟ble President of India Shri. Shankar Dayal Sharma,

b) “National Award for Entrepreneurship” for the year 1995-96 at the hands of the then Hon‟ble President of India Shri. Shankar Dayal Sharma; and

c) National Award for Research and Development in Auto Parts Sector for the year 2003-04

from the then Hon‟ble Prime Minister of India, Dr. Manmohan Singh.

Other awards and accolades:

a) Award – For Successful Entrepreneur 2014 from Army Institute of Technology. At the hands of “Lt. Gen. ASHOK SINGH, PVSM, AVSM, SM, VSM, The Army Commander, HQ Southern Command“

b) TPM Award 3W Division from Mr. Rajiv Bajaj, Bajaj Auto Ltd

c) TPM Award Plastic Division from Mr. Rajiv Bajaj, Bajaj Auto Ltd; and

d) Best Kaizen Award from LG India, Ranjangaon

The renowned Customers of BGI include Bajaj Auto, Honda (Two Wheelers), Royal Enfield, Exide Industries, Maruti Suzuki, Jaguar Land Rover, GM, Honda, Ashok Leyland, Volvo, Mahindra Two Wheelers, Scania, Hero Moto Corp, LG Electronics, Emerson, Daimler India, Faurecia, Tata Motors, etc.

II. Company‟s plant details and nature of business undertaken by the plants:

Sr. No.

Unit No. Company Name

Address Location Nature of Business Undertaken

1 I (Sil) Badve Engineering

Limited

Plot no. D-39, MIDC Waluj, Aurangabad – 431136

Aurangabad Manufacturing of Metal Components

and Jobwork

2 I (3w) Badve Engineering

Limited

Plot No.D-38 MIDC Area, Waluj Aurangabad

Aurangabad Manufacturing of Metal Components

and Jobwork


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Sr. No.



3 II (Sil) Badve Engineering

Limited

Gut no. 15, Naigavan Khandewadi, Paithan Road, Tal. Paithan, Aurangabad -

431107

Aurangabad Manufacturing of 2W Silencer and Metal

Components

4 II (3w) Badve Engineering

Limited

Gut no.15/16, Naigavan - khandewadi, Tq. Paithan,

Auranagabad- 431107

Aurangabad Manufacturing of 3W Chassis and Metal

Components

5 IV Badve Engineering

Limited

Survey No. 290, Paramale, Satara, Ambadare, Satara-

415002 Maharashtra

Satara Windmill (Power generation)

6 VII Badve Engineering

Limited

Plot Number 9, Floriculture park, Talegaon Dabhade, MIDC AMBI, TO Maval ,

Talegaon Dabhade, Maharashtra Pune 410506.

Pune Cultivation of Flowers (Floriculture Unit)

7 VIII (Now transfer

to XXII)

Badve Engineering

Limited

B-4/17, SIDCO Industrial Estate, Marai-Malai Nagar, Kanchipuram, Dist. Tamil

Nadu

Kanchipuram Manufacturing of 2W Silencer, Metal

Painted Components,2W

Frame, Other Components

8 IX Badve Engineering

Limited

Plot no. 15, Sector no.10, IIE-SIDCUL, Udhamsingh

Nagar, pantnagar – 263153

Aurangabad Manufacturing of 2W Silencer, Metal

Components, and Metal Painted Components

9 X Badve Engineering

Limited

PLOT NO.B-32/1/5, Waluj MIDC Area, Aurangabad -

431136

Aurangabad Manufacturing of Metal & Other Components

10 XI (Mould Shop)

Badve Engineering

Limited

Plot No. C-11/A MIDC Area,Ranjangaon,Tq.Shirur

Dist Pune

Pune Manufacturing of Plastic Moulded

Components

11 XI (Press Shop)

Badve Engineering

Limited

C-11, MIDC Area, Ranjangaon, Tq. Shirur,

Dist. Pune

Pune Manufacturing of Metal Components and Metal Painted

Component

12 XII Badve Engineering

Limited

Plot no. 52, Sector -11 TATA Vendor Park, IIE SIDCUL, Udham Singh

Nagar, Rudrapur - 277413

Pantnagar Manufacturing of 4W Silencer, 4W Frame,

and Metal Components

13 XIIA Badve Engineering

Limited

Plot no. 52, Sector -11 TATA Vendor Park, IIE

SIDCUL Pantnagar, Rudrapur - 263153

Pantnagar Manufacturing of 4W Silencer, 4W Frame,

and Metal Components

14 XIII Badve Engineering

Limited

Plot no. A-23/1, Chakan Industrial Area, Phase-II, Village Khalumbre, Tq.

Khed, Dist. Pune – 410501

Pune Manufacturing of Metal Painted Components

15 XIV Badve Engineering

Limited

Plot no. 15, Sector-10, SIDCUL Industrial Area,

Udham Singh Nagar,

Pantnagar Manufacturing of ACED Painting Metal

Components


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Sr. No.



pantnagar – 263153

16 XV Badve Engineering

Limited

Plot no. 161, Sector 3, MIDC Area, pithampur,

indore – 454775

Indore Manufacturing of Metal Painted

Components & Other Component

17 XVI and XXXVIII

Badve Engineering

Limited

Plot no. B-5 & B6, Waluj MIDC Area, Aurangabad –

431136

Aurangabad Manufacturing of 3W Chassis, Metal

Components and 2W Frame

18 XVII Badve Engineering

Limited

Plot no. 207 to 210, 211P, 234P & 235,

NARASAPURA INDUSTRIAL AREA, DIST

KOLAR – 563133

Kolar Manufacturing of 2W Silencer, 2W Frame,

Plastic Moulded Components, and Metal Components

19 XVIII Badve Engineering

Limited

C/o: Komal Plas Tech. PLOT No.163/A, Belur

Industrial Area, Dharwad – 580011

Dharwad Manufacturing of Metal Components

20 XX Badve Engineering

Limited

Plot no.SPL-6, Tapukara Industrial Area, Bhiwadi,

Alwar Rajasthan - 301707

Alwar Manufacturing of 2W Silencer and 2W

Frame

21 XXII Badve Engineering

Limited

Plot No H-12/13 Sipcot, Industrial Park Vadagal,

Kancheepuram Tamilnadu,

Kanchipuram Manufacturing of 2W/4W Silencer,

Metal Painted Components,2W Frame and Other

Components

22 XXIII Badve Engineering

Limited

Plot No. A-23/1, Chakan Industrial Area, Phase - II, Villege - Khalumbre, Tal.

Khed, Dist. Pune

Pune Manufacturing of Metal Painted

Components and Other Components

23 XXIV Badve Engineering

Limited

Plot no.SPL-6, Tapukara Industrail Area, Bhiwadi,

Alwar Rajasthan - 301707

Alwar Manufacturing of Metal Painted

Components and Other Components

24 XXV Badve Engineering

Limited


Khed, Dist. Pune

Pune Manufacturing of Plastic Parts & Other

Components.

25 XXVI Badve Engineering

Limited

Plot no. 235, HSIDC, Sector3, Bawal, Harayana

Haryana Manufacturing of Plastic Parts & Other

Components.

26 XXVII Badve Engineering

Limited

Plot No 418. 508P, 502P, 504 OT,Vithlapur,

Ahmedabad -382130

Ahmedabad Manufacturing of Metal Painted

Components & Other Component

27 XXVIII Badve Engineering

Limited

Plot no. B-39, Chakan Industrial Area, Phase-II, Village Khalumbre, Tq.

Khed, Dist. Pune – 410501

Pune Manufacturing of Plastic Parts & Other

Components.


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23

Sr. No.



28 XXIX Badve Engineering

Limited

18/4, Mathura Road, Faridabad, Haryana –

121007

Faridabad Manufacturing of Shock absorber & Auto Components

29 XXX Badve Engineering

Limited

Kari, Plot No.SP6-10/11/12, Karoli Industrial Area, Bhiwadi, Rajasthan.

Bhiwadi Manufacturing of Auto Components

30 XXXI Badve Engineering

Limited


Khed, Dist. Pune

Pune Manufacturing of Auto Components

31 XXXII Badve Engineering

Limited

Plot No. A-6/6 MIDC Ranjangaon, Shirpur, Dist.

Pune - 412220

Pune Manufacturing of Metal Components

and Jobwork

32 XXXIII Badve Engineering

Limited

Sector-3, Plot No. 180C, HSIDC, Bawal,

Rewari - 123501

Bawal Manufacturing of Metal Components

33 1B Badve Engineering

Limited

Plot No.77, Sect-11, Tata Vendor Park IIE SIDCUL

Pantnagar

Pantnagar Manufacturing of Metal Components &

Other Component

34 4D Badve Engineering

Limited

P No. Park 23/1, Vill. Khalumbre, Tq. Khed, Pune

Pune Manufacturing of Metal Components &

Other Component

35 5H Badve Engineering

Limited

Plot No 214-217, KIADBI, Ind. Area, 3rd Phase,

Malur, Karnataka

Malur, Karnataka

Manufacturing of Metal Components &

Other Component

36 8G Badve Engineering

Limited

Plot No 177, GIDC, Halol, Dist. Panchmahal, Gujarat

Panchmahal, Gujarat


Other Component

37 9G Badve Engineering

Limited

Shed No.1,Shree Mahavir Ind.Park CT Road,

Madhavas, Dist. Panchmahal, Guajarat

Panchmahal, Gujarat


Other Component

III. Issuer‟s subsidiary company‟s plant details and nature of business undertaken by the plants:

Sr. No.

Unit Company Name

Address Location Nature of Business

Undertaken

1 FZE Badve Engineering

Trading - FZE

T211F – 2H, AC01, Al Hamra Industrial Zone –

FZ, RAK – UAE

Dubai Trading of Metal Raw

Material


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24

IV. Issuer‟s associate company‟s plant details and nature of business undertaken by the plant:

Sr. No.

Unit Company Name


Undertaken

1 I Badve Helmets (I) Pvt

Ltd

Plot No. A-24,MIDC WALUJ, Auranagabad -

431136

Aurangabad Manufacturing of Foldable

Helmets

2 I SHREEPRIYA STAMPINGS

AND TOOLING PRIVATE LIMITED (Formerly known as

Badve-Cellino Engineering

Private Limited)

A-6/6 MIDC Ranjangaon, Shirpur, Dist. Pune - 412220

Pune Manufacturing of 4W Metal Components

3 II SHREEPRIYA STAMPINGS

AND TOOLING PRIVATE LIMITED (Formerly known as

Badve-Cellino Engineering

Private Limited)

A-6/6 MIDC Ranjangaon, Shirpur, Dist. Pune – 412220

Pune Manufacturing of 4W Metal Components

V. Issuer‟s group company‟s plant details and nature of business undertaken by the plants:

Sr. No.

Unit Company Name


Undertaken

1 I Badve AutoComps

Pvt. Ltd.

Plot no.D-46, Waluj MIDC Area, Aurangabad – 431136

Aurangabad


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25

2 II Badve AutoComps

Pvt. Ltd.

Plot no.A-3, Chakan Industrial Area, Tq. Khed, Dist. Pune -

410501

Pune Manufacturing of 2W Silencer, Metal Painted

Components,2W Frame, Other Components

3 III & VI Badve AutoComps

Pvt. Ltd.

Gut No. 63, 64 ,65 & 9, Narayanpur and Gut No. 22 23

& 25, Shivrai, A'Bad-Pune Road, Aurangabad

Aurangabad Manufacturing of 2W Silencer, Metal Painted

Components,2W Frame, Other Components

4 I Badve Autotech Pvt.Ltd.,

BLOCK 535 & 535-P, VITHALPUR-CHAWKDI,

TQ.MANDAL, AHMEDABAD

Ahmedabad Manufacturing of 2W Silencer,

Metal Components,2W

Frame, Other Components

5 I Creative Tools Pvt.

Ltd

PLOT NO.W-99, Waluj MIDC Area, Aurangabad - 431136

Aurangabad Manufacturing of Metal

Components & Job work

6 II Creative Tools Pvt.

Ltd

Plot No.4,GUT NO.15, NAIGAVAN-

KHANDEWADI,TQ.PAITHAN, Auranagabad - 431107

Aurangabad Manufacturing of Metal

Components

7 III & VI Creative Tools Pvt.

Ltd

Plot no. C-24, Chakan Industrial Area, Phase-II,

Village Khalumbre, Tq. Khed, Dist. Pune - 410501

Pune Manufacturing of Metal

Components & Suspension

Parts

8 I Eximius Autocomps

Pvt Ltd

Plot No SP6-311 Industrial, Area Bhiwadi Alwar, Alwar

Rajasthan, 301001

Alwar Manufacturing of 2W Silencer,

Metal Components

9 II Eximius Autocomps

Pvt Ltd

PLOT NO.179, GIDC AREA, HALOL DIST. PANCHMAHAL-

389351,GUJARAT

Panchmahal Manufacturing of 2W Silencer,

Metal Components

10 I Eximius infra tech solutions

LLP

Gut No 178 to 196 Village Limbejalgaon Gut No. 22,23 Village : Shivrai,Aurangabad-

Pune Highway, Near Waluj,Taluka : Gangapur,

Aurangabad 431133

Aurangabad Manufacturing of 2W Metal

Components


Serial No.: 01


26

11 I Fenace Auto Ltd

Gut No 71 72 73 And 74, At Post Nadur Tal Daund Pune

Pune Manufacturing of Cast iron parts for commercial

vehicles, tractors etc.

12 I KS Suspension Engineering Technology

Plot No. 1, 2, 3 and 5, Survey No. 1145 (345 Old)- 39269 Sq.

ft, Village Pirangut, Taluka Mulshi, Pune

Pune Jobwork of Suspension

Parts

13 I Optima Auto

Products Private Limited

Plot No.A-6/6 MIDC Area, Ranjangaon Shirur, Dist Pune,

MIDC RANJANGAON, Maharashtra, Pincode: 412220

Pune Manufacturing of 2W Metal

Components

14 II Phoenix Engineering

SECTOR -7,PLOT NO.51,52,53, IIE

SIDCUL,PANTNAGAR, Udham Singh Nagar – 263145

Pantnagar Manufacturing of 2W Metal

Components

15 I Shreepriya Autoparts Pvt LTd

Plot no. C-5/2, Shendra MIDC - Aurangabad - 431001

Aurangabad Manufacturing of 2W Metal

Components

16 I Sumedh Tools Pvt.

Ltd.

PLOT NO.B-32/1/5, Waluj MIDC Area, Aurangabad -

431136

Aurangabad Jobwork

17 II Sumedh Tools Pvt.

Ltd.

Plot no.A-5 to A-12 , Chakan Industrial Area, Tq. Khed, Dist.

Pune - 410501

Pune Manufacturing of 2W Metal

Components

18 III Sumedh Tools Pvt.

Ltd.

PLOT NO.32, SECTOR-3, IIE Pantnagar, Udham Singh

Nagar, pantnagar - 263153

Pantnagar Manufacturing of 2W Metal

Components

19 I Swami Ashirwad Engimech

Pvt Ltd

Plot No SP6-310 Industrial, Area Bhiwadi Alwar, Alwar

Rajasthan, 301001

Alwar Manufacturing of 2W Metal

Components


Serial No.: 01


27

20 II Swami Ashirwad Engimech

Pvt Ltd


389351,GUJARAT

Panchmahal Manufacturing of 2W Metal

Components

21 I Swastid Engineering

Pvt.Ltd

Plot no 186-P & 187 Jakkasandra Industrial Area,

Dist Kolar, Karnataka.

Kolar Manufacturing of 2W Metal

Components

22 II Swastid Engineering

Pvt.Ltd


389351,GUJARAT

Panchmahal Manufacturing of 2W Metal

Components

23 NA Shreyash Enterprises

Plot Number 10 , Flori culture park , Talegaon Dabhade, MIDC AMBI, TO Maval ,


Pune Cultivation of Roses

24 NA Shreyash Services

(HUF)

Plot Number 11 , Flori culture park , Talegaon Dabhade, MIDC AMBI, TO Maval ,


Pune Cultivation of Roses


Serial No.: 01


28

B. Corporate Structure: The details of the directors of the Company are set out under Section 4.7(A) below.

C. Key Operational and Financial Parameters for the last 3 audited years (on a standalone and

consolidated basis): (Rs. in Crores)

Parameters FY 2018-19 FY 2017-18 FY 2016-17

Audited Audited Audited

Standalone Consolidated Standalone Consolidated Standalone Consolidated

Net worth 1,075.23 1,070.81 901.45 895.15 801.19 795.22

Total Debt (includes liabilities for finance lease)

of which – Non Current Maturities of Long Term Borrowing

1,256.96 1,256.96 1,033.34 1,033.34 705.07 705.07

- Short Term Borrowing

304.26 304.26 255.37 255.37 242.25 242.25

- Current Maturities of Long Term Borrowing

173.85 173.85 119.32 119.32 106.15 106.15

Net Fixed Assets

1,882.17 1,882.17 1,673.53 1,673.53 1,408.72 1,408.72

Non-Current Assets

198.00 191.27 75.96 49.47 29.82 23.82

Cash and Cash Equivalents

66.61 71.85 10.87 12.84 9.55 9.55

Current Investments

- - 26.88 26.88 61.26 61.26

Total Current Assets

1,216.62 1,272.36 888.47 918.73 682.17 682.20

Current Liabilities

893.63 947.07 651.25 661.32 564.22 564.22

Interest Income 21.96 21.96 8.62 8.62 10.29 10.29

Finance Cost 146.37 146.37 110.93 110.94 109.83 109.83

PAT (Concern Share)

175.71 177.59 205.00 204.67 120.00 118.98

Gross NPA NA NA NA NA NA NA

Net NPA NA NA NA NA NA NA

Leverage Ratio 1.61 1.62 1.56 1.57 1.31 1.32

Net sales 3,312.87 3,494.32 2,951.90 2,967.08 2,670.67 2,670.67

EBITDA 503.68 505.80 471.67 471.66 349.70 349.73


Serial No.: 01


29

Parameters FY 2018-19 FY 2017-18 FY 2016-17

Audited Audited Audited

Standalone Consolidated Standalone Consolidated Standalone Consolidated

EBIT 365.45 367.57 351.25 351.24 273.26 273.29

Finance Cost 146.37 146.37 110.93 110.94 109.83 109.83

Interest 146.37 146.37 110.93 110.94 109.83 109.83

PAT (Concern Share)

175.71 177.59 205.00 204.67 120.00 118.98

Dividend amounts (Excludes DDT)

- - - - - -

Current ratio 1.36 1.34 1.36 1.39 1.21 1.21

Interest coverage ratio

3.14 3.16 3.93 3.93 2.79 2.78

Gross debt/equity ratio

1.61 1.62 1.56 1.57 1.31 1.32

Debt Service Coverage Ratios

1.73 1.74 2.01 2.01 1.60 1.60

D. Gross Debt: Equity Ratio* of the Issuer:

Before the issue of Debentures 1.62

After the issue of Debentures 1.66

* Gross Debt : Equity Ratio is based on audited balance sheet as on 31/3/2019 E. Project cost and means of financing, in case of funding of new projects:

N.A.

4.5 Brief history of Issuer since its incorporation:

A. Details of Share Capital as on last quarter end i.e. March 31, 2020:

Share Capital (Amount in Rs)

Authorized Share capital 2,20,00,000 Equity Shares of Re. 10 each Rs. 22,00,00,000

Total Rs. 22,00,00,000

Issued Subscribed and Paid-up Share capital 2,03,43,447 Equity Shares of Re. 10 each Rs 20,34,34,470

B. Changes in its capital structure as on the last quarter end i.e. March 31, 2020, for the last five

years*:


Serial No.: 01


30

Date of change i.e. the date of the annual general meeting/ extra-

ordinary general meeting/ Board /

Committee meeting

Authorized Share Capital

Paid-up Equity Share Capital

Particulars

20th December 2019 -- Rs 20,34,34,470 5,08,087 Equity Shares of face value of Re. 10/- (Rupee Ten) each, were allotted as Rights Shares on 20th December 2019, in proportion to existing holdings as nearly as circumstances admit. Therefore, the Paid-up Share Capital of the Company stands increase from Rs. 19,83,53,600/- to Rs. 20,34,34,470/-

16th August 2019 Rs. 22,00,00,000 -- Increase in Authorised Share Capital from the existing Rs.20,00,00,000/- (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Share of Re. 10/- (Rupee Ten) each to Rs. Rs. 22,00,00,000 (Rupees Twenty Two Crore) by creation of additional 20,00,000 (Twenty Lakh) Equity Share of Re. 10/- (Rupee Ten) each.

9th August, 2017 -- Rs. 19,83,53,600/- 100 Equity Shares of face value of Re. 10/- (Rupee Ten) each were allotted under private placement on 9th August 2017. Therefore, the Paid-up Share Capital of the Company stands increase from Rs. 19,83,52,600/- to Rs. 19,83,53,600/-

11 May 2017 -- Rs. 19,83,52,600 39,400 Equity Shares of face value of Re. 10/- (Rupee Ten) each, were allotted under private placement on 11th May 2017. Therefore, the Paid-up Share Capital of the Company stands increase from Rs.19,79,58,600/- to Rs. 19,83,52,600/-

23rd March 2016 -- Rs. 19,79,58,600 1,94,81,640 Equity Shares of face value of Re. 10/- (Rupee Ten) each, were allotted as Bonus Shares on 23rd March 2016. Therefore, the Paid-up Share Capital of the Company stands increase from Rs. 31,42,200/- to Rs. 19,79,58,600/-

14th March 2016 Rs. 20,00,00,000 -- Increase in Authorised Share Capital from the existing Rs.11,50,00,000/-(Rupees Eleven Crore Fifty Lakh) divided into 1,15,00,000 (One Crore Fifteen Lakh) Equity Shares of Rs. 10/- each to Rs. 20,00,00,000/- (Rupees Twenty Crore) by creation of


Serial No.: 01


31

Date of change i.e. the date of the annual general meeting/ extra-

ordinary general meeting/ Board /

Committee meeting

Authorized Share Capital

Paid-up Equity Share Capital

Particulars

additional 85,00,000 (Eighty Five Lakh) Equity Shares of Re. 10/- (Rupee Ten) each.

* Note: There has been no change in the capital structure of the issuer since 20th December 2019 till the date of this Information Memorandum.

C. Equity Share Capital History of the Company as on last quarter end i.e. March 31, 2020, for the

last five years*:

Date of Allotmen

t

No. of Equity Shares

Face Value

(in Rs) per

share

Issue Price

(in Rs) per

share

Consideration (Cash, other than cash, etc.)

Nature of

Allotment

Cumulative Remarks No. of equity shares

Equity share capital

(Rs)

Equity Share

Premium (Rs) per share

20th Dec. 2019

5,08,087

10 1,187 Cash Rights Issue

5,08,087 50,80,870

1,177 None

9th Aug. 2017

100 10 757 Cash Private Placement

100 1000 747 None

11th May 2017

39,400 10 761 Cash Private Placement

39,400 3,94,000

751 None

23rd March 2016

1,94,81,640

10 10 NA Bonus Issue

1,94,81,640

19,48,16,400

10 None

* Note: There is no change in the capital structure of the issuer since 20th December 2019 till the date of this Information Memorandum.

D. Details of any Acquisition or Amalgamation in the last 1 (One) year: None.

E. Details of any Reorganization or Reconstruction in the last 1 (One) year: None. 4.6 Details of the shareholding of the Company as on the latest quarter end i.e. March 31, 2020:

A. Shareholding pattern of the Company as on last quarter end i.e. March 31, 2020*:

Sr. No. Name of the Shareholder

Total No. of Equity Shares held

No of Shares held in Demat Form**

Total Shareholding as % of total no. of


Serial No.: 01


32

equity shares

1. Mr. Shrikant Shankar Badve

4,07,19,912 4,07,19,912 74.996%

2. Mrs. Supriya Shrikant Badve

1,354,185 1,354,185 6.657%

3. Shrikant Shankar Badve (HUF)

360,990 360,990 1.774%

4. Mr. Shankar Prabhakar Badve

645,750 645,750 3.174%

5. Mrs. Kumud Shankar Badve

298,935 298,935 1.469%

6. Shankar Prabhakar Badve (HUF)

630 630 0.003%

7. Mr. Sumedh Shrikant Badve

453,285 453,285 2.228%

8. Mr. Swastid Shrikant Badve**

8,820 - 0.043%

9. Mr. Sanjay Shankar Badve

1,260 1,260 0.006%

10. Mrs. Yogita Sanjay Badve

630 630 0.003%

11. M/s. Creative Tools and Press Components Private Limited

11,970 11,970 0.059%

12. M/s. Badve Autocomps Private Limited

34,020 34,020 0.167%

13. M/s. Sumedh Tools Private Limited

1,823,220 1,823,220 8.962%

14. Mr. Rajiv Vasant Savarkar

53,550 53,550 0.263%

15. Golden Quadra Construction LLP**

39,400 - 0.194%

16. Mr. Vikrant Vilas Lande**

100 - 0.002%

Total 20,343,447 20,295,127 100.000%

* Note 1: None of the equity shares of the Company are pledged or encumbered. ** Note 2: Dematerialisation of shares held by Golden Quadra Construction LLP and shares held by Mr. Swastid Shrikant Badve and Mr. Vikrant Vilas Lande is under process.

B. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. March 31, 2020:


Serial No.: 01


33

S. No. Name of the shareholders Total number of equity shares

No. of shares in

Demat form*

Total shareholding

as a % of total no. of

equity

shares

1. Mr. Shrikant Shankar Badve 1,52,56,702 1,52,56,702 74.996%

2. M/s. Sumedh Tools Private Limited 18,23,220 18,23,220 8.962%

3. Mrs. Supriya Shrikant Badve 13,54,185 13,54,185 6.657%

4. Mr. Shankar Prabhakar Badve 6,45,750 6,45,750 3.174%

5. Mr. Sumedh Shrikant Badve 4,53,285 4,53,285 2.228%

6. Shrikant Shankar Badve (HUF) 3,60,990 3,60,990 1.774%

7. Mrs. Kumud Shankar Badve 2,98,935 2,98,935 1.469%

8. Mr. Rajiv Vasant Savarkar 53,550 53,550 0.263%

9. Golden Quadra Construction LLP* 39,400 - 0.194%

10. M/s. Badve Autocomps Private Limited 34,020 34,020 0.167%

Total 2,03,20,037 2,02,80,637 99.884 %

* Note: Dematerialisation of shares held by Golden Quadra Construction LLP is under process.

4.7 Following details regarding the directors of the Company:

A. Details of current directors of the Issuer*:

Name, Designation and

DIN

Age (Years)

Address Director of the Company

since

Details of other Directorships (Details of Indian Companies/LLP in

which a person is Director/Designated Partner is

provided)

Shri. Shankar Prabhakar Badve, Non-Executive Director DIN: 00247931

82 19, Cinderella, S.No. 30/3, Katraj Dehu by-pass Road, Baner Pune-411045

5th March, 2012

1. Badve Engineering Limited; 2. Creative Tools & Press

Components Private Limited; and 3. Shriyans Components and Tools

Private Limited

Shri. Shrikant Shankar Badve, Managing Director DIN: 00295505

54 59 U, Survey No. 90/65, 69, Vasant Vihar 4, Baner, Near Veerbhadra Nagar, Street No. 6 Pune 411045

1st September, 2000

1. Badve Engineering Limited; 2. Badve Autocomps Private

Limited; 3. Badve Autotech Private Limited; 4. Badve Helmets India Private

Limited; 5. Badve Sons Private Limited; 6. Badve Realty Private Limited; 7. Badve Leasing Private Limited; 8. Badve Fincorp Private Limited; 9. Badve Holdings Private Limited; 10. Badve Global Private Limited; 11. Eximiius Autocomps Private

Limited; 12. Swami Ashirwad Engimech


Serial No.: 01


34


DIN

Age (Years)


since



provided)

Private Limited; 13. Swastid Engineering Private

Limited; 14. Shreepriya Stamping and Tooling

Private Limited; and 15. Badve Entrepreneurship and Skill

Training Foundation

Smt. Supriya Shrikant Badve, Whole Time Director DIN: 00366164

50 Bunglow No. 59, Surve No. 90/65, 69, Vasant Vihar - IV, Street No. 6, Near Veerbhadra Nagar, Baner Pune-411045

14th July, 2008

1. Badve Engineering Limited; 2. Fenace Auto Limited; 3. Badve Helmets India Private

Limited; 4. Badve Sons Private Limited; 5. Badve Overseas Private Limited; 6. Badve Overseas Trading Private

Limited; 7. Badve Holdings Private Limited; 8. Badve Fincorp Private Limited; 9. Badve Leasing Private Limited; 10. Badve Housing Private Limited; 11. Badve Realty Private Limited; 12. Badve Global Private Limited; 13. Eximius Infra Tech Solutions LLP; 14. Zoom Info Solutions Private

Limited; 15. Badve Entrepreneurship And Skill

Training Foundation; and 16. United For Nature Foundation

Shri. Ashok Vishnu Tagare, Non-executive Director DIN: 00370768

75 Arihant Soc Plot No. 47 P-6 Lane-7 Dahanukar Col. Pune – 411038

1st March, 2002

1. Badve Engineering Limited; and 2. Fenace Auto Limited

Shri. Anant Ramkrishna Sathe, Non-executive Independent Director DIN: 00154924

68 11, Vasant Vihar, Paranjpe Scheme, Survey No. 64/2/1, Baner, Near Dhankude Vasti Pune 411045

27th January, 2015

1. Badve Engineering Limited; 2. Kirloskar Ebara Pumps Limited; 3. Karad Projects and Motors

Limited; and 4. Catalyst Trusteeship Limited

Shri. Dilip Bindumadhav Huddar, Non-executive Independent

60 Plot No. 63, Vrindavan Co-op Housing Society, Panchvati Pashan Road Pune 411008

22nd June, 2019

1. Badve Engineering Limited; 2. Metalloplast Private Limited; and 3. Konzert Toolings Limited;


Serial No.: 01


35


DIN

Age (Years)


since



provided)

Director DIN: 07608615

*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any – None B. Details of change in directors since last three years:

Name, Designation and DIN Date of appointment /

resignation

Director of the Issuer since (in

case of resignation)

Remarks

Mr. Saligrama Narayana Prasad, Non-Executive Independent Director DIN: 06467148

12th September 2018

1st October, 2012 Resignation

Mr. Rajesh Kusumakar Gahankar, Non -Executive Independent Director DIN: 00371026

22nd February 2019 27th January 2015

Resignation

Mr. Rajiv Vasant Savarkar, Non-Executive Director DIN: 00371643

15th April 2019 2nd December 2013

Resignation

Mr. Dilip Bindumadhav Huddar, Non-Executive Independent Director DIN: 07608615

22nd June 2019 NA Appointment

4.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor since

M/s. Deepa Ankit Jain & Associates A 115, IIIrd Floor, Joshi Colony, I. P. Extn., Patparganj, Delhi - 110092

30th September 2017

B. Details of change in auditors since last three years:

Name Address Date of appointment /

resignation

Auditor of the Issuer since (in case of

resignation)

Remarks

Ashok Patil & Associates A.P Heights, Behind Gopal Cultural Hall, New Osmanpura Aurangabad MH – 431005

30th September 2017

(Resignation)

Since year 2004

The Auditor were changed due to requirement of Companies Act M/s. Deepa Ankit Jain &

Associates A 115, IIIrd Floor, Joshi Colony, I. P. Extn.,

30th September 2017

--


Serial No.: 01


36

Name Address Date of appointment /

resignation

Auditor of the Issuer since (in case of

resignation)

Remarks

Patparganj, Delhi – 110092

(Appointment)

4.9 Details of borrowings of the Company:

A. Details of Secured Loan Facilities, as on the latest quarter end i.e. March 31, 2020:

Term Loans / Vehicle Loans (Rs. in Crores)

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule

Security / Principal, Term and Conditions

1 The Saraswat Co-operative Bank Ltd.

Term Loan

202.20 168.06 120 months from the date

of first disbursement

First Charge by way of Mortgage of Immovable Property owned by Badve Engineering Limited : 1. All piece and parcel of Industrial Non-Agricultural Land bearing (Old Survey No.418) New Block No. 140, 1230, 1372, 1374 (Khata No.1383) admeasuring about 9512.00 sq.mtrs., 2. All piece and parcel of Agricultural Land bearing (Old Survey No.353/1, 353/2 and 353/3) and presently bearing Block No.509 Paiky admeasuring about 9104.00 sq.mtrs., (Khata No.1218) 3.All piece and parcel of Agricultural Land bearing (Old Survey No.353/1, 353/2 and 353/3) and presently bearing Block No.509 Paiky admeasuring about 21131.00 sq.mtrs., (Khata No.1217) Hypothecation of Company‟s plant & machinery & other fixed assets tangible movable property (both present and future) belonging to the Company and lying and being at the place of business at plot


Serial No.: 01


37

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


no. C-11/A, Ranjangaon Industrial Area, Taluka Shirur Dist Pune Hypothecation of Movable Fixed Asset tangible movable property (both present and future) situated at Plot No. 509 (p), Village Vithlapur. Taluka Mandal, Dist. Ahmedabad Hypothecation of Moveable Fixed assets situated at Plot No. 509 (P) Village Vithlapur, Tal Mandal Dist. Ahmedabad Immovable Property owned by mortgagor M/s. Badve Autotech Private Limited: 1. All piece and parcel of Industrial Non-Agricultural Land for Industrial purpose bearing Block No.500 admeasuring about 10117.00 sq.mtrs., 2. All piece and parcel of Non-Agricultural Land bearing for Industrial purpose (Old Survey No.345) and presently bearing Block No.501 Paiky admeasuring about 11837.00 sq.mtrs. 3. All piece and parcel of Industrial Non-Agricultural Land for Industrial purpose bearing New Block No.1542 (Old Block No.499 Paiki and Original Old Survey No.343) admeasuring about 33387.00 sq.mtrs., situated, lying and being at Mouje VITHALAPUR, Taluka MANDAL, in the Registration District and Sub-District of AHMEDABAD. Immovable Property owned by


Serial No.: 01


38

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


Shrikant Badve (HUF) being all that piece and parcel of immovable property i.e. NA Land bearing Gut No. 36 to Gut No. 45 situated at village Gangapur Nehri, Taluka Dist. Aurangabad.

Personal Guarantee:

1. Mr. Shrikant Shankar Badve and


Corporate Guarantee by Badve Autotech Private Limited

2 The Saraswat Co-operative Bank Ltd.

Vehicle Loan



Hypothecation of vehicle Purchased

3 State Bank of India

Term Loan



1. L&B, Fixed asset & P&M at Plot No.15 Sector 10, Pantnagar. 2. Plot No. H-12 & H-13, SIPCOT Industrial Park at Vallam Vadagal scheme, Vadagal, Tal. Sriperumbudur, Dist. Kancheepuram, Tamilnadu 3. A-23/1, Chakan Industrial Area, Chakan, Pune. Under Consortium with Punjab National Bank Personal Guarantee:



4 Union Bank of India

Term Loan

144.70 134.98 83 Months from the date


First Charge by way of Registered mortgage of All that piece and parcel of Industrial Land admeasuring 36423 Sq.Meters, bearing Plot Nos. 207,208,209,2010,211-P,234-P& 235 to 238 of Narasapura Industrial Area situated within Survey


Serial No.: 01


39

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


No.Parts of 90,91,92,93,94 and 95 and within the village limits of Karadubaande Hosahali Narsapura Hobli Kolar Taluk Kolar District Karnataka State togther with buildings and structures and bounded as depicted in the Memorandum itself and hypothecation of movable assets as per schedule III attached to this form. Collateral – First Residual charge on the current assets of the Company of Narsapura Bengaluru Unit Personal Guarantee:



Corporate Guarantee by Sumedh Tools Private Limited

5 Bank of Baroda

Term Loan



a. First pari passu charge

by way of

hypothecation/mortgage

of entire FA including

WIP of Unit-16 Plot NO-

B5-B6, Waluj

Aurangabad;

b. First pari passu charge

by way of mortgage on

entire land together with

easements appurtenant

and together with all the

building/structure

standing thereon and or

to be constructed thereon

(present and future), and

all the plant and

machineries (both

present and future)

permanently attached to

the earth or permanently


Serial No.: 01


40

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


fastened to anything

attached to the earth

thereon

- Plot No - B-5,

admeasuring about

12000 sq. mtrs ,

Waluj MIDC,

Aurangabad and

- Plot No - B-6,

admeasuring about

12750 sq. mtrs, Waluj

MIDC, Aurangabad

Collateral – Mortgage of Plot No. 8, Plot No.9 along with construction of factory building (freehold) situated at Gut no. 451, Village Kanhe, Tal. Maval, Dist. Pune owned by Sharp Pressings Private Limited. Personal Guarantee:



Corporate Guarantee by Sharp Pressings Private Limited

6 HDFC Ltd Vehicle Loan




7 Hero Fincorp Ltd

Term Loan



Hypothecation/mortgage of entire Fixed assets of BEL- Bawal Plant Personal Guarantee:



8 SVC Co-operative Bank Ltd'

Term Loan



Primary – - Hypothecation /

Mortgage of the entire

fixed assets of Unit 12


Serial No.: 01


41

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


(Unit 12 and 12A) Plot

No. 52 Sector-11, Tata

Vendor Park, IIE SIDCUL

Pantnagar. Including

capital WIP and second

charge on the currents

assets of the Unit 12 and

12A. for TL-1;

- Hypothecation of newly

purchased plant and

machinery for Unit 12

and 12A. for TL-2; and

Collateral - Extension of mortgage charge over Land and Building at Unit 12 (Unit 12 and 12A Plot No. 52 Sector-11, Tata Vendor Park, IIE SIDCUL Pantnagar. Personal Guarantee:



9 SVC Co-operative Bank Ltd'

Vehicle Loan




10 Karnataka Bank Limited

Term Loan

89.72 67.22 TL-I - Repayable in

equal monthly

installments till

05.12.2023 TL-II -

Repayable in equal

monthly installments

till 20.12.2025

TL-III - Repayable in

equal monthly

installments till

Primary – - Exclusive hypothecation

charge over the fixed

assets of the Company

(excluding land &

building) at plot no. C-11,

in the Ranjangaon

Industrial area Situated at

village Karegaon Taluka

Shirur Dist. Pune; and

- Exclusive hypothecation

charge over the fixed

assets of the Company to

be purchased out of the

proceeds of the Fresh

term loan

Collateral - Mortgage of


Serial No.: 01


42

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


30.11.2023 Fresh Term

Loan - Repayable in 108 monthly installments

leasehold rights of industrial plot bearing plot no. C-11 in the Ranangaon industrial area Situated at village karegaon Taluka shirur Dist. Pune with land adms. 8,000 sq. mtrs. and building constructed thereon with appx. area of 4,485 sq. mtrs. Personal Guarantee:



11 COSMOS Co-op Bank Ltd

Term Loan



Primary – a. All that Immovable

property bearing

leasehold plot no. 177

Halol-2 & Halol (maswad)

industrial estate of GIDC

on land bearing revenue

surevy No. 322/P, 327/P,

328/P,329/P Situated and

being lying at village limit

of mouje :masvad: taluka

halol Dist. Panchamahal.

Hypothecation over plant

& machinery located at

plot no. 177 GIDC Halol;

b. Pari Passu charge by

Mortgaged of land

bearing plot no. B-39

admeasuring about

29826.00 sq mt in

Chakan industrial Area

PH – II within the village

limits of MIDC Bhambuli

Taluka khed Dist Pune

along with hypothecation

of all movable asset,

Plant & Machinery

located at Plot No. B-39,

Bhambuli.


Serial No.: 01


43

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


Collateral – Mortgage of following property Owned by Badve Sons Private Limited: All that piece and parcel of the land admeasuring about 03 H 79.35 R plus Potkharaba admeasuring about 36.50 R total admeasuring about 04 H 15.85 R out of Gat No. 239/1/1, out of which land admeasuring 03H 59.65 R plus Potkharaba admeasuring about 36.50 R i.e. 03 H 96.15 R of Village Khalumbre, within the limits of Grampanchayat Khalumbre, Taluka Panchayat Khalumbre, Taluka Panchayat Samitee Khed Zilla Parishad, Pune Taluka Khed, Dist. Pune. Personal Guarantee:



12 IDBI Bank Ltd. -FCTL

FCTL 117.00 43.62 28 quarterly Instalment

from the date of first

disbursement

First charge on all that piece and parcel of immovable Property being leasehold Land bearing Plot No. 9 adm about 13688 s.mtr.in Talegaon Floriculture Park , MIDC Talegaon Dabhade, Tal. Maval Dist. Pune,. First charge on Movables fixed assets including Plant & Machinery and Second Charge on entire current assets of the company's Exide unit at: 1. Plot no.35/2 D II Block, MIDC, Telco Road, Chinchwad, Pune 411019 2. Gat No.200, village Bhamboli, Chakan, Taluka, Rajgurunagar, Dist. Pune-


Serial No.: 01


44

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


410402 3. Plot No. 64/11, D-II Block, Chinchwad Pune-411019 and at any other location from time to time. Personal Guarantee:



13 AXIS Bank Ltd.

Term Loan



Primary - Hypothecation of current asset and moveable properties present and future located at its Indore plant i.e. Plot No 161,Sector 3, Pithampur, District Dhar, Madhya Pradesh Mortgage of company's factory Land and Building located at Plot No 161,Sector 3, Pithampur, District Dhar, Madhya Pradesh Collateral - Extension of charge by way of equitable mortgage of company's factory Land and Building located at Plot No 161,Sector 3, Pithampur, District Dhar, Madhya Pradesh. Personal Guarantee:



14 Aditya Birla Finance Limited

Term Loan



Equitable Mortgage over Industrial premises situated at Gut No.14, Area 0.4 R, Naigavan ( Khaandewadi), Tal.Paithan, Dist. Aurangabad - 431107. Personal Guarantee:




Serial No.: 01


45

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


15 Mahindra and Mahindra Financial Services Limited

Term Loan

30.00 26.25 97 months from March

2018

First and exclusive charge by way of hypothecation in form for present and future plant and machinery/ equipments located at C/o Komal Plast Tech, Plot no. 163/A, KIDB, Belur Industrial Area, Dharwad, Karnataka. Personal Guarantee:



16 Rajasthan State Industrial Development & Investment Corporation Ltd.

Term Loan

6.50 4.21 17 Equal Quarterly

Installments from Nov

2015

First Charge by way of mortgage of Land and Building at Plot No. SP6-311 (A), Industrial Area, Karoli, Dist. Alwar, Rajasthan with all the existing buildings constructed and to be constructed and all structure erected or to be erected thereon and plant and machinery installed or to be installed thereon. Personal Guarantee:



17 Punjab National Bank

Term Loan

32.00 31.70 9 years 10 months from the date of

first disbursement

First pari passu charge with SBI on the assets proposed to be created of Bank finance to the tune of Rs. 126 Crores to be erected /installed/acquired/purchased and entire immovable fixed assets kept at Mega Plant Chakan - Unit XIII situated at plot no. A23/1, Chakan MIDC, Phase II Village khalumbre, tq khed Pune - 410501. Hypothecation on pari passu basis with SBI on entire FA present and future at Chakan Unit XIII Plot No. A23/1. Chakan.


Serial No.: 01


46

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


Personal Guarantee:



18 Bank of Maharashtra

Term Loan

95.00 81.84 32 quarterly installments

from the date of first

disbursement

Primary - First pari passu charge by way of hypothecation/mortgage of Entire fixed assets including Capital WIP of Unit 16 Situated at Plot No B5-B6, Waluj Industrial Area MIDC Waluj Aurangabad along with existing lender Bank of Baroda Collateral - Extension of pari passu charge on all current assets (Raw material, stores, spares, packing material, work in process, finished goods and book debts etc.) of the Company pertaining to Unit 16 at Waluj Aurangabad both present and future along with existing lender Bank of Baroda. Personal Guarantee:



19 Central Bank of India

Term Loan



Primary – First Pari Passu Charge with COSMOS Co-operative Bank Ltd.: - By way of Registered

Mortgage of Plot of Land (adms. 29,826 Sq. Mtrs) situated at Plot No. B-39, Chakan MIDC area phase II, Village Bhambuli, Taluka Khed, Dist. Pune – 410501

- Proposed Building under Phase I & II at Plot No B-39, Chakan MIDC area phase II, Village Bhambuli, Taluka Khed,


Serial No.: 01


47

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


Dist. Pune – 410501; and - Hypothecation of entire

Plant & Machineries, under Phase I & II, both present & future for Unit at B-39, Chakan MIDC area phase II, Village Bhambuli, Taluka Khed, Dist. Pune – 410501

Collateral – Nil Personal Guarantee:



20 Allahabad Bank

Term Loan



Primary – - First and exclusive

charge on fixed assets

(acquired or to be

acquired) for the unit

situated at SPL 06,

Industrial Area,

Tapukara, Bhiwadi, Dist.

Alwar, Rajasthan both

present and future;

- First charge by way of

hypothecation on all plant

and machinery located at

SPL 06, Industrial Area,

Tapukara, Rajasthan

AND second charge on

all the current assets of

unit located at at SPL 06,

Industrial Area,

Tapukara, BHiwadi, Dist.

Alwar, Rajasthan; and

- Second Charge on all the

current assets of the Unit

located at SPL 06,

Industrial Area,


Alwar, Rajasthan.


Serial No.: 01


48

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


Personal Guarantee: 1. Mr. Shrikant Shankar

Badve and 2. Mrs. Supriya Shrikant

Badve

Working Capital Facilities (Rs. In Crores)

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


1 The Saraswat

Co-operative Bank Ltd.

Working Capital

12.03 10.36 Renewed annually

1. Hypothecation of Debtors

Bajaj Auto Ltd. (Upto 90

Days) less (Creditors and

Advance received) of Unit

I at Plot D-39 Waluj MIDC

Aurangabad and Unit II at

Gut No. 15 Khandewadi ,

Paithan Road

Aurangabad.

2. Hypothecation of Stocks

and Debtors Bajaj Auto

Ltd. (Upto 90 Days) less

(Creditors and Advance

received) of Unit I at Plot

D-39 Waluj MIDC

Aurangabad and Unit II at

Gut No. 15 Khandewadi ,

Paithan Road

Aurangabad.

Personal Guarantee:



2 State Bank of India

Working Capital


1. L&B, Fixed asset & P&M at Plot No.15 Sector 10, Pantnagar. 2. Plot No. H-12 & H-13, SIPCOT Industrial Park at Vallam Vadagal scheme, Vadagal, Tal. Sriperumbudur,


Serial No.: 01


49

Dist. Kancheepuram, Tamilnadu 3. A-23/1, Chakan Industrial Area, Chakan, Pune. Under consortium with Punjab National Bank Personal Guarantee:



3 Union Bank of India

Working Capital


Primary – First Charge by way of hypothecation of all the current assets of Narsapura, Bengaluru Unit Hypothecation of bills/ invoices for Ahemdabad Unit Collateral – First Residual Charge on Land and Building , Plat & Machinery & All other fixed assets of Narsapura, Bengaluru Unit Personal Guarantee:



Corporate Guarantee by Sumedh Tools Private Limited

4 Bank of Baroda

Working Capital


First pari passu charge by way of hypothecation/mortgage of entire FA including WIP of Unit-16 Plot NO-B5-B6, Waluj Aurangabad. Personal Guarantee:



5 Hero Fincorp Ltd

Working Capital


Hypothecation/mortgage of entire Fixed assets of BEL- Bawal Plant Personal Guarantee:



6 SVC Co-0op. Bank Ltd

Working Capital


Primary – Hypothecation of stock and book debts of Unit


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50

and 12A situated Plot No. 52 Sector-11, Tata Vendor Park, IIE SIDCUL Pantnagar. Invoice and supportive delivery challans duly acknowledged by the OEM and Tier 1 Customer of the Company Mainly Tata Motors Ltd. Collateral - Extension of mortgage charge over Land and Building at Unit 12 (Unit 12 and 12A Plot No. 52 Sector-11, Tata Vendor Park, IIE SIDCUL Pantnagar. Personal Guarantee:



7 Karnataka Bank Limited

Working Capital


Primary - Exclusive hypothecation charge over the stock and book debts and other current assets of the Unit situated at Plot no. C-11, in the Ranjangaon Industrial area Situated at village karegaon Taluka shirur Dist. Pune. Collateral - Mortgage of leasehold rights of industrial plot bearing plot no. C-11 in the Ranangaon industrial area Situated at village karegaon Taluka shirur Dist. Pune with land adms. 8,000 sq. mtrs. and building constructed thereon with appx. area of 4,485 sq. mtrs. Personal Guarantee:



8 AXIS Bank Ltd

Working Capital


Hypothecation of current asset and moveable properties present and future located at its indore plant i.e. Plot No 161,Sector 3, Pithampur, District Dhar, Madhya Pradesh; Mortgage of Company's factory Land and Building located at


Serial No.: 01


51

Plot No 161,Sector 3, Pithampur, District Dhar, Madhya Pradesh Personal Guarantee:



9 ICICI Bank Ltd

Working Capital


First Charge by way of hypothecation of Company's entire stocks of raw materials, semi-finished and finished goods, consumable stores and spares and such other movables, including book debts, bills, whether documentary or clean, outstanding monies, receivables both present and future, in a form and manner satisfactory to the Bank of following units: Unit-II Three Wheeler Chassis Division located at Gut No. 15, Naigavan, Khandewadi, Aurangabad, Maharashtra. Paint & Press Shop at C-11 MIDC Ranjangaon Shirur Pune. Plot No. 509 Mauje Vithlapura, Beharaji Road,Tal. Mandal Dist. Ahemadabad- 382120. Plot No. C-24, Chakan Industrial Area Phase-II Tal Khed Dist Pune -410501. D-38 & D-39 Waluj, Gut No 15 & 16 – Naigavan Personal Guarantee:



10 Mahindra and

Mahindra Financial Services Limited

Working Capital


First Pari passu charge by way of hypothecation on the existing Equipments at C/o Komal Plast Tech, Plot no. 163/A,KIDB, Belur Industrial Area, Dharwad, Karnataka. Demand Promissory Note for the entire bill discounting limit.


Serial No.: 01


52

Personal Guarantee:



11 Punjab National

Bank

Working Capital


First pari passu charge with SBI on the assets proposed to be created of Bank finance to the tune of Rs. 126 Crores to be erected /installed/acquired/purchased and entire immovable fixed assets kept at Mega Plant Chakan - Unit XIII situated at plot no. A23/1, Chakan MIDC, Phase II Village khalumbre, tq khed Pune - 410501. Hypothecation on pari passu basis with SBI on entire FA present and future at Chakan Unit XIII Plot No. A23/1. Chakan. Personal Guarantee:



12 Allahabad Bank

Working Capital


Primary – - First Charge on all the

current assets of the Unit

located at SPL 06,

Industrial Area, Tapukara,

Bhiwadi, Dist. Alwar,

Rajasthan, both present

and future;

- Cash Flow routing of

Bhiwadi Plant (SPL 06,



Rajasthan);

- Second Charge on all the

fixed assets (acquired or

to be acquired) for the unit

situated at SPL 06,



Rajasthan; and

- Second Charge by way of


Serial No.: 01


53

hypothecation on all plant

and machinery located at

SPL 06, Industrial Area,


Alwar, Rajasthan

Personal Guarantee:




Working Capital

6.00 Yet to avail Renewed annually

Primary - Extension of pari passu charge on all current assets (Raw material, stores, spares, packing material, work in process, finished goods and book debts etc.) of the Company pertaining to Unit 16 at Waluj Aurangabad both present and future along with existing lender Bank of Baroda. Collateral - First pari passu charge by way of hypothecation/mortgage of Entire fixed assets including Capital WIP of Unit 16 Situated at Plot No B5-B6, Waluj Industrial Area MIDC Waluj Aurangabad along with existing lender Bank of Baroda Personal Guarantee:



Bill Discounting (Rs. In Crores)

S. No.

Lender Name

Type of Facility

Amount Sanctioned

Principal Amount

Outstanding at 31st

March, 2020

Repayment Date /

Schedule


1 Bank of Baroda

Supplier Bill Discounting


First Pari-Passu charge on all the current assets of the company pertaining to Unit 16, Plot No.-B5-B6, Waluj


Serial No.: 01


54

Aurangabad Waluj Aurangabad both present and future to secure Fund Based and Non Fund Based Working Capital facilities with Bank of Baroda. Personal Guarantee:



2 Axis Bank Ltd

Proof of Funds

/Vendor Bill Discounting


Hypothecation of current asset and moveable properties present and future located at its Indore plant i.e. Plot No 161,Sector 3, Pithampur, District Dhar, Madhya Pradesh Mortgage of Company's factory Land and Building located at Plot No 161, Sector 3, Pithampur, District Dhar, Madhya Pradesh Personal Guarantee:




Supplier Bills

Discounting Capital

20.00 Yet to avail Renewed annually

Primary – Nil Collateral - Extension of pari passu charge all Primary and Collateral securities available for Term loans and Cash Credit Facilities of Unit 16 Situated at Plot No B5-B6, Waluj Industrial Area MIDC Waluj Personal Guarantee:



B. Details of Unsecured Loan Facilities, as on the latest quarter end i.e. March 31, 2020:

Bills Discounting (Rs in Crores)

S. No. Lender's Name Type of Facility Amount Sanctioned as

Principal Amount Outstanding

Repayment Date/ Schedule


Serial No.: 01


55

per Agreement

1 RXIL Proof of Funds /Vendor Bill Discounting


2 M1 Proof of Funds /Vendor Bill Discounting


3 e-TREDS Proof of Funds /Vendor Bill Discounting


Deferred Sales Tax

(Rs. in Crores)

S. No.

Lender's Name Type of Facility

Amount Sanctioned / Deferred

Principal Amount

Outstanding

Repayment Date/ Schedule

1 Sales Tax - Maharashtra (Directorate of Industries, Mumbai)

Sales Tax Deferral

40.57 40.57 Repayment Upto 2030-31

C. Details of Non-Convertible Debentures, as on the latest quarter end i.e. March 31, 2020:

Debenture Series

Tenor/ Period of Maturity

Coupon

Amount (In Crs.)

Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured / Unsecured

Security

Nil

D. List of Top 10 Debenture Holders as on latest quarter ended on March 31, 2020:

Sr. No. Name of the Debenture Holders Amount

Nil


Serial No.: 01


56

E. The amount of corporate guarantees issued by the Issuer, as on the March 31, 2020, along with name of the counterparty (like name of subsidiary, JV entity, group company, etc) on behalf of whom it has been issued: The Company has given corporate guarantee to group companies against term loan which is renewed every year. The group companies are successfully servicing the bank loan commitments on the due dates.

(Rs. in Crore)

Company Bank Sanctioned Limits

Outstanding as on

31.03.2020

Shreepriya Auto parts Private limited DCB Bank Limited 39.00 39.00

F. Details of Commercial Paper:- The total face value of commercial papers outstanding, as on

latest quarter end i.e. March 31, 2020:

Maturity Date Amount Outstanding

Nil

G. Details of rest of the borrowings (if any, including hybrid debt like FCCB, optionally convertible

debentures/preference shares) as on latest quarter end i.e. March 31, 2020:

Party Name (in case

of Facility) /

Instrument Name

Type of

Facility /

Instrument

Amount Sanction

ed / Issued

Principal Amount

Outstanding

Repayment

Date / Schedule

Credit Rating

Secured /

Unsecured

Security

Nil

H. Details of all defaults 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 (five) years, as on the latest quarter end: Nil

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, as on the latest quarter end: Nil


Serial No.: 01


57

4.10 Details of Promoters of the Company

A. Details of Promoter Holding in Company as on the latest quarter end i.e. March 31, 2020*:

S. No.

Name of the shareholders Total No of equity shares

No of shares in demat form**

Total shareholding

as % of total

no of equity shares

1. Mr. Shrikant Shankar Badve 15,256,702 15,256,702 74.996

2. Mrs. Supriya Shrikant Badve 1,354,185 1,354,185 6.657

3. Shrikant Shankar Badve (HUF) 360,990 360,990 1.774

4. Mr. Shankar Prabhakar Badve 645,750 645,750 3.174

5. Mrs. Kumud Shankar Badve 298,935 298,935 1.469

6. Shankar Prabhakar Badve (HUF) 630 630 0.003

7. Mr. Sumedh Shrikant Badve 453,285 453,285 2.228

8. Mr. Swastid Shrikant Badve* 8,820 -- 0.043

9. Mr. Sanjay Shankar Badve 1,260 1,260 0.006

10. Mrs. Yogita Sanjay Badve 630 630 0.003

11. Creative Tools and Press Components Private Limited

11,970 11,970 0.059

12. Badve Autocomps Private Limited 34,020 34,020 0.167

13. Sumedh Tools Private Limited 1,823,220 1,823,220 8.962

14. Mr. Rajiv Vasant Savarkar 53,550 53,550 0.263

* Note: None of the equity shares of the Company held by the promoters are pledged or encumbered. ** Note: Dematerialisation of 8,820 equity shares held by Mr. Swastid Shrikant Badve is under process.

4.11 Abridged version of the Audited Consolidated (wherever available) and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any:

Please refer to Annexure IV of this Information Memorandum.

4.12 Abridged version of Latest Audited/Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like profit & loss statement, and balance sheet) and auditors qualifications, if any: The audited / limited review half yearly financial information, both standalone and consolidated, of the Issuer for the financial year ended 31st March, 2020 is not yet available. Accordingly, the Issuer has provided the audited financial statements of the Company for the financial year ended 31st March, 2019.

4.13 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of Issue which may affect the issue or the investor’s decision to invest / continue to invest in the Debentures:

Nil

4.14 The name of the Debenture Trustee shall be mentioned with statement to the effect that debenture trustee has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the Debenture Holders.

The Debenture Trustee appointed is IDBI Trusteeship Services Limited. IDBI Trusteeship Services Limited has given its written consent for its appointment as debenture trustee to the Issue and inclusion


Serial No.: 01


58

of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

4.15 The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the Rating Agencies shall be disclosed. The Rating Agency has assigned a rating of “CRISIL A/Stable” to the Debentures. Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The rating letter and rationale is provided in Annexure I of this Information Memorandum.

4.16 If the security is backed by a guarantee or letter of comfort or any other document / letter with

similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. Not Applicable

4.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to be disclosed. The consent letter from Debenture Trustee is provided in Annexure II of this Information Memorandum.

4.18 Names of all the recognised stock exchanges where the debt securities are proposed to be

listed clearly indicating the designated stock exchange. The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of BSE.

4.19 Other details

A. Debenture Redemption Reserve Creation-relevant regulations and applicability: The Issuer hereby agrees that it would create and maintain a Debenture Redemption Reserve in accordance with Rule 18(7) of the Companies (Share Capital and Debenture) Rules, 2014, as amended from time to time and other Applicable Law, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by any governmental authority under Applicable Law in respect of creation of the Debenture Redemption Reserve, the Issuer shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee and shall also cause the same to be registered, where necessary. The Issuer shall submit to the Debenture Trustee (with copies thereof to the Debenture Holders), within 180 (One Hundred and Eighty) days from the end of the Financial Year, a certificate duly certified by a practising chartered accountant/ practising company secretary certifying that the provisions of the Act in relation to the maintenance of Debenture Redemption Reserve have been complied with.

B. Issue / instrument specific regulations-relevant details (Companies Act, RBI guidelines, etc.):

The Issue of Debentures shall be in conformity with the applicable provisions of the Act including the notified rules thereunder and the applicable regulatory guidelines including the SEBI Debt Listing Regulations.


Serial No.: 01


59

C. Application process The application process for the Issue is as provided in Section 8 of this Information Memorandum.

4.20 Issue Details

Security Name 9.50% Badve Engineering Limited NCDs-Tranche 1 2023

Issuer Badve Engineering Limited

Type of Instrument Non-Convertible Debentures

Nature of Instrument Rated, Secured, Redeemable, Listed Non-Convertible Debentures.

Seniority Senior

Mode of Issue Private placement

Eligible Investors Please refer to „Persons who may apply‟ under Section 8 of this Information Memorandum

Listing (including name of stock market where it will be listed and timeline of listing)

The Issuer shall list the Debentures on BSE within a maximum period of 20 (Twenty) days from the Deemed Date of Allotment.

In case of delay in listing of the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer will make payment to the Debenture Holders of penal interest calculated on the face value of the Debentures at the rate of 1% (One Percent) per annum which shall be payable over and above the Coupon rate from the expiry of 30 (Thirty) days from the Deemed Date of Allotment until the listing of the Debentures.

Rating of the Instrument CRISIL A/Stable by the Rating Agency

Issue Size Up to Rs. 60,00,00,000/- (Rupees Sixty Crores only)

Option to retain oversubscription

N.A.

Objects of the Issue General corporate purpose.

Details of the utilisation of the Proceeds

The proceeds of the Issue will be used for the general corporate purposes of the Issuer.

The Issuer undertakes that the proceeds of this Issue shall not be used for any purpose, which may be in contravention of Applicable Law.

Coupon Rate 9.50% (Nine Decimal Point Five Zero Percent) per annum payable on a semi-annual basis on each of the Coupon Payment Dates.

Step Up/ Step Down Coupon Rate

N.A.

Coupon Payment Frequency

Semi-annually, on the Coupon Payment Dates

Coupon payment dates As set out in Annexure V of this Information Memorandum

Coupon Type Fixed

Coupon Reset Date N.A.

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)

N.A.

Day Count Basis Actual/ Actual


Serial No.: 01


60

Interest on Application Money

The Issuer shall be liable to pay to each Debenture Holder, interest on the Application Monies (subject to any tax deductible at source under Applicable Law) paid by the said Debenture Holder in the event that the Debenture Holder has remitted the Application Monies prior to the Deemed Date of Allotment, for which interest shall be calculated at the Coupon rate applicable for the Debentures issued on the Application Monies, for the period commencing from the date on which the said Debenture Holder has made payment of the Application Monies in respect of the Debentures and ending on the day prior to the Deemed Date of Allotment. The interest on the Application Monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the Deemed Date of Allotment.

Default Interest Rate In case of default in monies due and payable in connection with the Debentures on the respective Due Dates, the defaulted amount thereof shall carry Default Interest, at 2% (Two Percent) per annum over and above the Coupon rate, from the date of the occurrence of the default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable.

Further, in the event that the Debenture Trust Deed and the documents required to be executed in connection with creation of security for the Debentures are not executed within a maximum period of 90 (Ninety) calendar days from the Deemed Date of Allotment, at the option of the Debenture Trustee (acting on the instructions of the Majority Debenture Holders), the Issuer will be required to immediately redeem the Debentures in full by payment of the entire Debenture Outstandings, along with payment of default interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Coupon rate for the period commencing from the Deemed Date of Allotment and expiring on the date of redemption of the Debentures in full by payment of the entire Debenture Outstandings.

In case of delay in listing of the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer will make payment to the Debenture Holders of penal interest calculated on the face value of the Debentures at the rate of 1% (One Percent) per annum which shall be payable over and above the Coupon rate from the expiry of 30 (Thirty) days from the Deemed Date of Allotment until the listing of the Debentures.

In case of failure to maintain the stipulated security cover of 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties, the Issuer will make payment to the Debenture Holders of penal interest calculated on the face value of the Debentures at the rate of 2% (Two Percent) per annum which shall be payable over and above the Coupon rate for the period commencing from the date of a fall in security cover until the date on which the stipulated security cover is restored in accordance with the terms of the Transaction Documents.

The interest rates mentioned in the above four cases are the minimum interest rates payable by the Company and are independent of each other.

Tenor 3 (Three) years from the Deemed Date of Allotment, subject to early redemption or acceleration pursuant to Event of Default.

Redemption Date The Debentures shall be redeemed by way of a bullet repayment on May 28, 2023 subject to early redemption/ acceleration pursuant to Event of Default.


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61

Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture along with Coupon payable on the Redemption Date.

Issue Price Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture.

Discount at which security is issued and the effective yield as a result of such discount

N.A.

Put Date N.A.

Put Event N.A.

Put Option N.A.

Put Price N.A.

Call Date N.A.

Call Event N.A.

Call Option N.A.

Call Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture

Minimum Application and in multiples of Debt Securities thereafter

1 (One) Debenture and in multiples of 1 (One) Debenture thereafter

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date

4. Deemed Date of Allotment

1. Issue Opening Date: May 28, 2020 2. Issue Closing Date: May 28, 2020 3. Pay-in Date: May 29, 2020 4. Deemed Date of Allotment: May 29, 2020

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

RTGS or such other mode as may be determined by the Issuer

Depository(ies) NSDL

Business Day Convention “Business Day” means any day of the week (excluding Sundays or any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) in Mumbai and any other day on which banks are closed for general business in Mumbai, India or any day on which high value clearing or RTGS is not available for any reason whatsoever at the place where the Registered/Corporate Office of the Company is situated). In the event that the date for performance of any event or any of the Coupon Payment Dates or any Record Date falls on a day that is not a Business Day, the immediately succeeding Business Day shall be considered as the effective date(s) for that payment or determination or the date for performance of such event, as the case may be.


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In the event that the Maturity Date or Redemption Date of the Debentures falls on a day that is not a Business Day, the immediately preceding Business Day shall be considered as the effective date for that payment.

Record Date In relation to any Due Date, 15 (Fifteen) days prior to such Due Date.

Security (including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Debenture Trust Deed and disclosed in the Offer Document).

Debentures are proposed to be secured by way of a first ranking pari passu charge by way of hypothecation to be created over the Identified Properties. The security cover being provided by the Identified Properties shall not at any time be less than 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties.

The first ranking pari passu charge by way of hypothecation to be created over the Identified Properties shall be created without delay, and all consents, no objection certificates, approvals from existing charge holders shall be obtained, within 90 (Ninety) calendar days from the Deemed Date of Allotment by execution of the relevant Transaction Documents in this regard. In the event that the documents creating and perfecting such charge over the Identified Properties is not executed within a maximum period of 90 (Ninety) calendar days from the Deemed Date of Allotment, at the option of the Debenture Trustee (acting on the instructions of the Majority Debenture Holders), the Issuer will be required to immediately redeem the Debentures in full by payment of the entire Debenture Outstandings, along with payment of default interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Coupon rate for the period commencing from the Deemed Date of Allotment and expiring on the date of redemption of the Debentures in full by payment of the entire Debenture Outstandings.


Further, until the Final Settlement Date, the Company shall not create any further charge on any of the Identified Properties without the prior written approval from the Debenture Trustee (acting upon instructions of the Debenture Holder(s)) except for creation of a further charge for the benefit of its creditors, from time to time, on a pari passu basis with the Debenture Trustee and other existing charge holders subject to compliance of the following (and upon satisfaction of the conditions below, the Debenture Trustee may issue its no-objection certificate for creation of such further charge without any requirement of consent of the Debenture Holders in this regard):

(a) the stipulated security cover of 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties is and will be maintained in accordance with the terms of the Transaction Documents both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Identified Properties;


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(b) the Company shall have furnished a certificate from the statutory auditor of the Company in a form and manner acceptable to the Debenture Trustee (with a copy marked to the Debenture Holders), certifying that the required security cover of 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties in accordance with the terms of the Transaction Documents is and will be maintained both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Identified Properties;

(c) No Event of Default has occurred and is continuing.

Transaction Documents (a) Debenture Trustee Agreement; (b) Information Memorandum; (c) Debenture Trust Deed; (d) Documents for creation of first ranking pari passu charge by way of

hypothecation over the Identified Properties; (e) Power of Attorney; and (f) Any other document that may be designated as a transaction document

by the Debenture Trustee.

Conditions Precedent to Disbursement

As customary for transaction of a similar nature and size including: (a) Receipt of credit rating from the Rating Agency, assigning a minimum

rating of CRISIL A/Stable to the Debentures. (b) Consent letter from the Debenture Trustee conveying their consent to

act as the trustee for the benefit of the Debenture Holders. (c) Letter from BSE conveying its in-principle approval for listing of the

Debentures. (d) Execution of the Debenture Trustee Agreement. (e) Passing of relevant board and shareholder resolutions and obtaining all

such corporate approvals as may be required under Applicable Law. (f) A certificate from an independent chartered accountant confirming that

the borrowing by way of issuance of Debentures is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(c) of the Act and the rules made thereunder.

Conditions Subsequent to Disbursement

As customary for transaction of a similar nature and size including: (a) Credit of demat account(s) of the allottee(s) by number of Debentures

allotted as per the BSE-EBP operational guidelines. (b) filing of the return of allotment with the relevant registrar of companies

within the timelines specified under the Act. (c) execution of the Debenture Trust Deed within a maximum period of 90

(Ninety) days from the Deemed Date of Allotment. (d) execution of the documents for creation and perfection of first ranking

pari passu charge by way of hypothecation over the Identified Properties within a maximum period of 90 (Ninety) days from the Deemed Date of Allotment.

(e) Obtaining of all consents, no objection certificates, approvals and completion of all such acts and deeds as may be required in connection with creation of a first ranking pari passu charge by way of hypothecation over Identified Properties in favour of the Debenture Trustee with the existing charge holders, prior to the execution of the documents for creation of the said charge over the Identified Properties.

(f) Making application to BSE within 15 (fifteen) days from the Deemed


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Date of Allotment seeking final listing approval within 20 (twenty) days from the Deemed Date of Allotment.

(g) A certificate from an independent chartered accountant confirming that the creation of security is within the limits approved by the shareholders pursuant to the special resolution passed by the shareholders of the Company under Section 180(1)(a) of the Act and the rules made thereunder, will be submitted to the Debenture Trustee prior to the execution of the documents for creation of security over the Identified Properties.

Events of Default

Event of default shall include events customary to transaction of this nature including but not limited to the following:

(a) Failure on the part of the Issuer to forthwith satisfy all or any part of Debenture Outstandings in relation to the Debentures or otherwise under the Transaction Documents when it becomes due;

(b) Breach of any covenants contained in any Transaction Document;

(c) Any action, voluntary or involuntary, taken under the Insolvency and Bankruptcy Code, 2016 or other similar law against the Issuer, including filing of any application or petition for corporate insolvency resolution against or by the Issuer;

(d) If the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property.

Provisions related to Cross Default Clause

N.A.

Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing Indian Laws.

Any dispute arising out of or in connection with the Issue shall be referred to arbitration:

i. In relation to such arbitration, the Debenture Trustee (acting on the instructions of the Debenture Holders) on the one hand shall appoint 1 (one) arbitrator, the Company shall appoint the second arbitrator and the 2 (Two) arbitrators so appointed shall appoint the third arbitrator who shall act as the presiding arbitrator. In the event a party fails to appoint their arbitrator for any reason whatsoever within 15 (Fifteen) days of another party appointing the arbitrator, then, the appointment process set forth in the Arbitration and Conciliation Act, 1996 shall be followed.

ii. The seat of arbitration shall be at Mumbai or such other seat in India as may be agreed to by the Parties and the arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. The language of the arbitration proceedings shall be English. The expenses of the arbitration shall be borne in such manner as the arbitrator may


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determine. The award shall be final, conclusive and binding on all parties concerned. The arbitration tribunal may lay down from time to time the procedure to be followed in conducting arbitration proceedings and shall conduct the arbitration proceedings in such manner as it considers appropriate. In order to facilitate the comprehensive resolution of related disputes, and upon request of any party to the arbitration proceeding, the arbitration tribunal may consolidate the arbitration proceeding with any other arbitration proceeding arising out of or in connection with the Issue.

Unless otherwise specified in the relevant transaction document, any dispute arising out or in connection with the Issue, which can only be resolved before courts, the courts of law at Mumbai shall have exclusive jurisdiction.

Approvals The Issuer agrees to comply with all applicable laws in respect of the Issue. The Issuer will be responsible for taking all the necessary authorizations and / or Approvals internal, external regulatory, statutory or otherwise.


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5. DISCLOSURES PERTAINING TO WILFUL DEFAULT 5.1 Name of the bank declaring the entity as a wilful defaulter: Nil

5.2 The year in which the entity is declared as a wilful defaulter: Nil

5.3 Outstanding amount when the entity is declared as a wilful defaulter: Nil

5.4 Name of the entity declared as a wilful defaulter: Nil

5.5 Steps taken, if any, for the removal from the list of wilful defaulters: Nil

5.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions:

Nil

5.7 Any other disclosure as specified by SEBI: Nil


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6. DISCLOSURES UNDER THE COMPANIES ACT

FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER LETTER

(Pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014)

6.1 General Information:

A. Name, address, website and other contact details of the Company, indicating both registered office and the Corporate office: Issuer / Company : Badve Engineering Limited Registered Office : Plot No. D-39 MIDC Area, Waluj, Aurangabad – 431133,

Maharashtra, India Corporate Office Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B.

Road, Pune – 411 016 Telephone No. : 020-25630188 Contact Person : Mr. Sanchit Kalantre, Company Secretary & Compliance

Officer Email : [email protected] Website : www.badvegroup.com

B. Date of Incorporation of the Company:

25/09/1996 C. Business carried on by the Company and its subsidiaries with the details of branches or units, if

any: For the details of the business carried out by the Company and its subsidiaries and the details of branches or units, please refer to Section 4.4 of this Information Memorandum.

D. Brief particulars of the management of the Company: The details of the directors of the Company are set out under Section 6.1(E) below.

E. Name, address, DIN and occupations of the directors:

Name, Designation and DIN

Address Occupation

Shri. Shankar Prabhakar Badve, Non-Executive Director DIN: 00247931

19, Cinderella, S.No. 30/3, Katraj Dehu by-pass Road, Baner Pune-411045

Business

Shri. Shrikant Shankar Badve, Managing Director DIN: 00295505

59 U, Survey No. 90/65, 69, Vasant Vihar 4, Baner, Near Veerbhadra Nagar, Street No. 6 Pune 411045

Business

Smt. Supriya Shrikant Badve,

Bunglow No. 59, Surve No. 90/65, 69, Vasant Vihar - IV, Street No. 6, Near Veerbhadra Nagar, Baner Pune-

Business

mailto:[email protected]

http://www.badvegroup.com/


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Name, Designation and DIN

Address Occupation

Whole Time Director DIN: 00366164

411045

Shri. Ashok Vishnu Tagare, Non-executive Director DIN: 00370768

Arihant Soc Plot No. 47 P-6 Lane-7 Dahanukar Col. Pune – 411038

Professional

Shri. Anant Ramkrishna Sathe, Non-executive Independent Director DIN: 00154924

11, Vasant Vihar, Paranjpe Scheme, Survey No. 64/2/1, Baner, Near Dhankude Vasti Pune 411045

Professional

Shri. Dilip Bindumadhav Huddar, Non-executive Independent Director DIN: 07608615

Plot No. 63, Vrindavan Co-op Housing Society, Panchvati Pashan Road Pune 411008

Professional

F. Management perception of Risk Factors:

Please refer to Section 3 of this Information Memorandum.

G. Details of defaults, if any, including the amounts involved, duration of default, and present

status, in repayment of:

Sr. No. Particulars Default Amount

1. Statutory Dues Nil

2. Debenture and interest thereon Nil

3. Deposits and interest thereon Nil

4. Loans from banks and financial institutions and interest thereon

Nil

H. Name, designation, address and phone number, email ID of the nodal / compliance officer of the

Company, if any, for the Issue:

Name of Nodal/Compliance officer

Designation Address Phone No. Email ID

Mr. Sanchit Kalantre Company Secretary & Compliance Officer

Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B. Road, Pune – 411 016

020-25630188

[email protected]




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I. Any default in annual filing of the Company under the Companies Act, 2013, or the rules made

thereunder- Nil

6.2 Particulars of the Offer:

Financial position of the Company for the last 3 financial years

Please refer to Annexure IV of this Information Memorandum.

Date of passing of Board Resolution Resolution passed by the Board of Directors of the Issuer on March 06, 2020 read with the resolution passed by the Banking and Finance Committee of the Board of Directors of the Issuer on March 14, 2020. Copies of the said board and committee resolutions are collectively annexed hereto and marked as Annexure VII

Date of passing of resolution in general meeting, authorizing the offer of securities

The shareholders resolution under Section 42 of the Act is dated March 11, 2020 and the resolution under Section 180(1) (c) of the Act is dated March 05, 2020. A copy of the said shareholders‟ resolutions (under both Section 42 and Section 180 of the Act) is collectively annexed hereto and marked as Annexure VIII

Kinds of securities offered (i.e. whether share or debentures) and class of security; the total number of shares or other securities to be issued

Rated, Redeemable, Listed, Secured Non-Convertible Debentures

Price at which the security is being offered, including premium, if any, along with justification of the price

The Debentures are being issued at face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each at par. The pricing of the Debentures has been arrived at on the basis of prevailing market terms and conditions

Name and address of the valuer who performed valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer

No valuation has been done with respect to the Debentures as the Debentures represent debt obligations of the Company, which will be repaid in full along with applicable coupon in relation thereto.

Relevant date with reference to which the price has been arrived at

N.A.

The class or classes of persons to whom the allotment is proposed to be made

Please refer to „Persons who may apply‟ under Section 8 of this Information Memorandum

Intention of promoters, directors or key managerial personnel to subscribe to the offer (applicable in case they intend to subscribe to the offer)

N.A.

The proposed time within which the allotment shall be completed

Please refer to Cover Page

The names of the proposed allottees and the percentage of post private placement capital that may be held by them

N.A.

The change in control, if any, in the company that would occur consequent to the private placement

N.A.

The number of persons to whom allotment on None.


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preferential basis/ private placement / rights issue has already been made during the year, in terms of number of securities as well as price

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.

N.A.

Amount, which the Company intends to raise by way of proposed offer of securities

Rs. 60,00,00,000/- (Rupees Sixty Crores only)

Terms of raising securities Duration, if applicable: 3 (Three) years from the Deemed Date of Allotment, subject to early redemption or acceleration pursuant to Event of Default

Coupon

9.50% (Nine Decimal Point Five Zero Percent) per annum payable on a semi-annual basis on each of the Coupon Payment Dates

Mode of Payment RTGS, electronic fund transfer or other permitted mode

Mode of Repayment RTGS, electronic fund transfer or other permitted mode

Proposed time schedule for which the offer letter is valid

Please refer to Cover Page

Purpose and objects of the Issue The proceeds of the Issue will be used for the general corporate purposes of the Issuer.

The Issuer undertakes that the proceeds of this Issue shall not be used for any purpose, which may be in contravention of Applicable Law.

Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects

None

Principal terms of assets charged as security, if applicable

Debentures are proposed to be secured by way of a first ranking pari passu charge by way of hypothecation to be created over the Identified Properties. The security cover being provided by the Identified Properties shall not at any time be less than 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties.

The first ranking pari passu charge by way of hypothecation to be created over the Identified Properties shall be created without delay, and all consents, no objection certificates, approvals from existing charge holders shall be obtained, within 90 (Ninety) calendar days from the Deemed Date of Allotment by execution of the relevant Transaction Documents in this regard. In the event that the documents creating and perfecting such charge over the Identified Properties is not executed within a maximum period of 90 (Ninety) calendar days from the Deemed Date of Allotment, at the option of the


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Debenture Trustee (acting on the instructions of the Majority Debenture Holders), the Issuer will be required to immediately redeem the Debentures in full by payment of the entire Debenture Outstandings, along with payment of default interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Coupon rate for the period commencing from the Deemed Date of Allotment and expiring on the date of redemption of the Debentures in full by payment of the entire Debenture Outstandings.


Further, until the Final Settlement Date, the Company shall not create any further charge on any of the Identified Properties without the prior written approval from the Debenture Trustee (acting upon instructions of the Debenture Holder(s)) except for creation of a further charge for the benefit of its creditors, from time to time, on a pari passu basis with the Debenture Trustee and other existing charge holders subject to compliance of the following (and upon satisfaction of the conditions below, the Debenture Trustee may issue its no-objection certificate for creation of such further charge without any requirement of consent of the Debenture Holders in this regard):

(a) the stipulated security cover of 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties is and will be maintained in accordance with the terms of the Transaction Documents both before and after the further issue(s) of debentures, raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Identified Properties;

(b) the Company shall have furnished a certificate from

the statutory auditor of the Company in a form and manner acceptable to the Debenture Trustee (with a copy marked to the Debenture Holders), certifying that the required security cover of 1.25 (One Decimal Point Two Five) times of the net block value of the Identified Properties in accordance with the terms of the Transaction Documents is and will be maintained both before and after the further issue(s) of debentures,


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raising of further loans and advances, debt and/or other financial facilities and creation of further charge or security interest on the Identified Properties;

(c) No Event of Default has occurred and is continuing.

The details of significant and material orders passed by the Regulators, Courts and Tribunals impacting the going concern status of the company and its future operations

NIL

The pre-issue and post-issue shareholding pattern of the Company in the following format: There will be no change in shareholding pattern of the Company pursuant to the issue, as non-convertible debentures are being issued in terms of this Information Memorandum. Please find below the details:

Sl. No.

Category Pre-issue Post-issue

No. of shares held

Percentage of shareholding

No. of shares held

Percentage of shareholding

A Promoters‟ holding

1. Indian

Individual 16,971,877 83.427% 16,971,877 83.427%

Bodies Corporate

Sub-total 16,971,877 83.427% 16,971,877 83.427%

2 Foreign promoters

Sub-total (A) 16,971,877 83.427% 16,971,877 83.427%

B Non-promoters‟ holding

1 Institutional Investors

2 Non-Institutional Investors

Private Corporate Bodies

1,869,210 9.188% 1,869,210 9.188%

Directors and relatives

1,462,860 7.191% 1,462,860 7.191%

Indian public 100 0.000% 100 0.000%

Others (including Non-resident Indians)

39,400 0.194% 39,400 0.194%

Sub-total (B) 3,371,570 16.573% 3,371,570 16.573%

Grand Total 20,343,447 100.000% 20,343,447 100.000%

6.3 Mode of payment for subscription:

1. Cheque; 2. Demand draft; and 3. Other banking channels, such as RTGS


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6.4 Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons

Nil

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 issue of the private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Nil

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

Name of the Director

Current Year

FY 2019-20 FY 2018-19 FY 2017-18

Mr. Shrikant Badve

41,13,516.00 4,93,62,192.00 4,93,62,192.00 4,93,62,192.00

Mrs. Supriya Badve 15,11,499.00

1,81,36,800.00 1,81,36,800.00 1,81,36,800.00

Mr. 0 0 0 0


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Shankar Badve

Mr. Anant Sathe

0 0 0 0

Mr. Ashok Tagare

0 0 0 0

Mr. Dilip Huddar

0 0 0 0

Related party transactions entered during the last three financial years immediately preceding the year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided

Please refer to Annexure VI for the related party transactions for the financial years 2017, 2018 and 2019.

Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue of private placement offer cum application 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

No qualifications in last five years except in FY 2018-19: There is no reservation or adverse remark given by the Statutory Auditor of the Company in their Report on the Financial Statements during the period under review i.e. FY 2018-19.

The Secretarial Auditors have reported two instances as under: a) Annual return on Foreign Liabilities and Assets (FLA) pursuant to the

Regulation 13.1 (3) of the Foreign Exchange Management (Transfer or Issue of Security by a person Resident Outside Indi a) Regulations, 2017 is filed after due date.

b) The Company failed to file 2 form CHG-1 with ROC for registration of charges

The explanation provided by the board of the Company is as follows: a) The Company had secured approval from Reserve Bank of India regarding

filing of FLA due to technical/operational reasons; and

b) The instruments creating for registering the charges could not be received within 120 days from the respective Banks and the Ministry of Corporate affairs had notified changes in Companies Act, 2013 barring registration of charges beyond 120 days. Hence, the Company could not file the said 2 forms. The board placed its assurance that the interest of Company‟s secured creditors is intact as the instruments creating charges were duly registered with statutory authorities and the same were disclosed in financial


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statements as well.

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous Company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of the Company and all of its subsidiaries, and if there were any were any prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of the private placement offer cum application letter and if so, section-wise details thereof for the Company and all of its subsidiaries

Nil

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

6.5 Financial Position of the Company:

The capital structure of the Company:


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The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

For details in this regard, please refer to Section 4.5 (A) of this Information Memorandum.

Size of the Present Issue

600(Six Hundred) Rated Listed Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) each, aggregating up to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) on a private placement basis.

Paid-up Capital: a. After the

offer:

b. After the conversion of convertible instruments (if applicable):

This issuance of Debentures will not alter the paid-up capital of the Issuer.

Share Premium Account:

a. Before the offer:

b. After the

offer:

This issuance of Debentures will not alter the balances in the share premium account of the Issuer.

Details of the existing share capital of the Issuer:

Date of Allotme

nt

No. of Equity Share

s

Face Value (in Rs) per

share

Issue

Price (in Rs) per

share

Considerati

on (Cash, other than cash, etc.)

Nature of

Allotment

Cumulative Remarks No. of

equity shares

Equity share capital

(Rs)

Equity Share

Premium (Rs)

per share

20th December 2019

5,08,087

10 1,187 Cash Rights Issue

5,08,087 50,80,870

1,177 None

9th Aug. 2017

100 10 757 Cash Private Placement

100 1000 747 None

11th May 2017

39,400 10 761 Cash Private Placement

39,400 3,94,000

751 None

23rd March 2016

1,94,81,640

10 10 NA Bonus Issue

1,94,81,640

19,48,16,400

10 None


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Number and price at which each of the allotments were made in the last one year preceding the date of the private placement offer cum application letter separately indicating the allotments made for consideration other than cash and the details of the consideration in each case

Other than the allotment that was made on 20th December 2019 for which details of price at which allotment was made and details of consideration are provided in the row titled “Details of the existing share capital of the Issuer” hereinabove, there have been no allotments made in the last one year preceding the date of this Information Memorandum.

Profits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of the private placement offer cum application letter

(Rs. in Crores)

Particulars FY 2017 FY 2018 FY 2019

Profit before Tax 1,634,324,173.00 2,049,996,547.00 1,757,052,528.00

Profit after Tax 1,200,041,412.00 2,403,142,232.00 2,190,809,402.00

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)

(Rs. in Crores)

Particulars Rs. Rs. Rs.

FY 2017 FY 2018

FY 2019

Dividend declared

Nil Nil Nil

Interest coverage ratio (on a standalone

basis)

2.93 3.93 3.14

A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of issue of private placement offer cum application letter

Please refer to Annexure IV of this Information Memorandum

Audited Cash Flow Please refer to Annexure IV of this Information Memorandum


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Statement for the three years immediately preceding the date of issue of private placement offer cum application letter

Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company

Nil.


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7. APPLICANT’S DETAILS

1. Name:

2. Father‟s Name:

3. Complete address including flat/ house number/ street, locality, pin code:

4. Phone number, if any:

5. Email id, if any:

6. PAN:

7. Bank account details:

Signature of the Applicant __________________________ Initial of the officer of the Company designated to keep the record __________________________


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8. OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the Transaction Documents. 8.1 Mode of Transfer/ Transmission of Debentures The Debentures shall be transferable freely. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other Applicable Laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by the Depository and the relevant DPs of the transferor or transferee and any other Applicable Laws and rules notified in respect thereof. It would be the responsibility of the Investors to ensure that they sell the Debenture in strict accordance with the terms and conditions of this Information Memorandum and Applicable Laws, so that the sale does not constitute an offer for sale to the public within the meaning of the Companies Act. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of debenture holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialised form. The seller should give delivery instructions containing details of the buyer‟s DP account to his DP. 8.2 Debentures held in Dematerialised Form The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent‟s records on the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries‟ name and account number, address, bank details and DP‟s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by RTGS or such other permitted mode to the bank account of the Debenture Holder(s) for redemption payments. 8.3 Trustee for the Debenture Holder(s) The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of Principal Amount and Coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.


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8.4 Rights of Debenture Holders The Debenture Holders shall have the rights and privileges specified in the Transaction Documents, including and not limited to: (a) The Debentures shall not, except as provided in the Companies Act, 2013 confer upon the holders

thereof any rights or privileges available to the members, including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned Debenture Holders for their consideration. In terms of Section 219(2) of the Act, holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to the company.

(b) The rights, privileges and conditions attached to the Debentures may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Debentures or with the sanction of Special Resolution passed at a meeting of the concerned debenture-holders, provided that nothing in such consent or resolution shall be operative against the company, where such consent or resolution modifies or varies the terms and conditions governing the Debentures, if the same are not acceptable to the company.

(c) The registered Debenture holder or in case of joint-holders, the one whose name stands first in the Register of Debenture holders/List of Beneficial Owners shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debenture Holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her/its voting rights shall be in proportion to the outstanding nominal value of Debentures held by him/her/it on every resolution placed before such meeting of the Debenture Holders.

(d) The quorum for such meetings shall be at least five Debenture Holders present in person or as may be prescribed by Applicable Law aw from time to time.

(e) The Debentures are subject to the provisions of the Companies Act, 2013, the Memorandum and Articles, the terms of this Information Memorandum and other Transaction Documents and Application Form.

(f) A register of debenture holders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debenture Holders/ List of Beneficial Owners. The Debenture Holders will be entitled to their Debenture free from equities and/or cross claims by the Company against the original or any intermediate holders thereof.

8.5 Sharing of Information

The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information. 8.6 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer. 8.7 Modification of Debentures The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum


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which in the opinion of the Debenture Trustee is of a formal, minor or technical nature or is to correct a manifest error. Any other change or modification to the terms of the Debentures shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents). For the avoidance of doubt, any amendment to the terms and conditions of the Debentures or the Transaction Documents shall require approval by way of a Special Resolution (unless otherwise provided specifically in the Transaction Documents), either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Debenture Holders. 8.8 Right to accept or reject Applications The Board/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof. 8.9 Notices Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number. All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”. Notice(s) shall be deemed to be effective: (a) in the case of registered mail, 3 (Three) calendar days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission or (d) in the case of personal delivery, at the time of delivery. 8.10 Issue Procedure

Only investors as specified in the section titled “Persons who may apply” given hereunder may apply for the Debentures by completing the Application form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Debenture. Application forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the Applicant‟s bank, type of account and account number must be duly completed by the Applicant. This is required for the Applicant‟s own safety and these details will be printed on the refund orders and /or redemptions warrants. The final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. Application Procedure through electronic book process: In order to be able to bid under the BSE electronic book platform, Eligible Investors must have provided the requisite documents (including but not limited to know your customer) in accordance with the SEBI Electronic Book Mechanism Guidelines. The Issuer is entitled at any time to require an Eligible Investor to provide any know


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your customer or other documents as may be required to be maintained by it or delivered to a third party by it in accordance with applicable laws. All Eligible Investors are required to register themselves as a one-time exercise (if not already registered) with the BSE electronic book platform for participating in electronic book building mechanism. Eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Eligible Investors will also have to complete the mandatory know your customer verification process. The details of the Issue shall be entered on the BSE electronic book platform by the Issuer at least 2 (Two) Business Days prior to the Issue Opening Date, in accordance with the SEBI Electronic Book Mechanism Guidelines. The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer‟s bidding announcement on the BSE EBP Platform, at least 1 (one) Business Day before the start of the Issue Opening Date. Some of the key guidelines in terms of the extant SEBI Electronic Book Mechanism Guidelines on issuance of securities on private placement basis through an electronic book mechanism, are as follows:

(i) Modification of Bid: Eligible Investors may note that modification of bid is allowed during the bidding period or window. However, in the last 10 minutes of the bidding period or window, revision of bid is only allowed for upward revision of the bid amount placed or to improve the coupon or yield by the Eligible Investor.

(ii) Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the bidding

period or window. However, in the last 10 minutes of the bidding period or window, no cancellation of bids is permitted.

(iii) Multiple Bids: Bidders are permitted to place multiple bids on the BSE electronic book platform in line with

the SEBI Electronic Book Mechanism Guidelines.

(iv) Manner of bidding: The Issue will be through closed bidding on the BSE electronic book platform in line with the SEBI Electronic Book Mechanism Guidelines.

(v) Manner of allotment: The allotment will be done on uniform yield basis in line with the SEBI Electronic

Book Mechanism Guidelines.

(vi) Manner of settlement: Settlement of the Issue will be done through the clearing corporation.

(vii) Settlement cycle: The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day, where T is the Issue Closing Date.

(viii) Offer or Issue of executed Information Memorandum to successful Eligible Investors. The final Information

Memorandum will be issued to the successful Eligible Investors, who are required to complete and submit the application form to the Issuer in order to accept the offer of Debentures.

No person other than the successful Eligible Investors to whom the Information Memorandum has been issued by the Issuer may apply for the Issue through the application forms received from a person other than those specifically addressed will be invalid. However, Eligible Investors should refer to the extant SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid.

Withdrawal of Issue: The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the operational guidelines of the BSE; provided that the Issuer shall accept or withdraw the issue on the BSE electronic book platform within 1 (one) hour of the closing of the bidding window, and not later than 6 pm on the Issue Closing


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Date. However, Eligible Investors should refer to the SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid. If the Issuer has withdrawn the Issue, and the cut-off yield of the Issue is higher than the estimated cut-off yield disclosed to the BSE electronic book platform, the estimated cut off yield shall be mandatorily disclosed by the BSE electronic book platform to the Eligible Investors. The expression „estimated cut off yield‟ means yield so estimated by the Company, prior to opening of issue on the BSE electronic book platform. The disclosure of estimated cut off yield by BSE electronic book platform to the Eligible Investors, pursuant to closure of the Issue, shall be at the discretion of the Issuer. Process flow of statement: Successful bidders shall make pay-in of funds towards the allocation made to them, in the bank account of the clearing corporation, the details whereof are as set out in paragraph 8.14 herein below, on or before 10:30 A.M. on the Deemed Date of Allotment. The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to Indian Clearing Corporation Limited, the R&T Agent shall provide the corporate action file along with all requisite documents to the Depositories by 12:00 hours and subsequently, the pay-in funds shall be released into the following bank account of the Issuer:

Beneficiary Name Badve Engineering Limited

Account No. 004405012764

Bank ICICI Bank Limited

Branch ICICI Bank Ltd, Adalat Road, Opposite District Court, Aurangabad -431001

Account Type Current

Branch Code 000044

IFSC Code ICIC0000044

8.11 Application Procedure Potential investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. 8.12 Fictitious Application All fictitious Applications will be rejected. 8.13 Basis of Allotment Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors in line with the SEBI Electronic Book Mechanism Guidelines. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment. 8.14 Payment Instructions

The Application Form should be submitted directly to the Issuer. The full amount of Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an application.


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All payments must be made through NEFT, RTGS, electronic fund transfer to Indian Clearing Corporation Limited. The details for payments are mentioned herein below:

Name of Bank HDFC BANK LIMITED

IFSC Code HDFC0000060

Account number ICCLEB

Name of beneficiary INDIAN CLEARING CORPORATION LIMITED

Name of Bank ICICI BANK LIMITED

IFSC Code ICIC0000106

Account number ICCLEB

Name of beneficiary INDIAN CLEARING CORPORATION LTD

8.15 Persons who may apply

The Persons to whom this Disclosure Document is being issued are the only persons 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. The class of investors to whom this Disclosure Document is being issued are: a) Individuals b) Hindu Undivided Family c) Trust d) Limited liability Partnerships e) Partnership firm(s) f) Portfolio Managers registered with SEBI g) Associate of Persons h) Companies and Bodies Corporate including Public Sector Understandings i) Commercial Banks j) Regional Rural Banks k) Financial institutions l) Insurance Companies m) Mutual Funds n) Any other investor eligible to invest in these Debentures All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Debentures. 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. 8.16 Procedure for Applying for Dematerialised Facility (a) The Applicant must have at least one beneficiary account with any of the DP‟s of the Depository prior to

making the application. (b) The Applicant must necessarily fill in the details (including the beneficiary account number and DP - ID)

appearing in the Application Form under the heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.


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(c) Debentures allotted to an Applicant will be credited to the Applicant‟s respective beneficiary account(s)

with the DP. (d) For subscribing to the Debentures, names in the Application Form should be identical to those

appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrar

and Transfer Agent to the Issue. (f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in

Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

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

registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names

appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, till such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

8.17 Depository Arrangements

The Issuer shall make necessary arrangement with the Depository for issue and holding of Debenture in dematerialised form. 8.18 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list, which will be used for payment or repayment of redemption and interest monies. 8.19 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.


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8.20 Documents to be provided by Investors

Investors need to submit the following documents, as applicable

(a) Memorandum and Articles of Association or other constitutional documents,

(b) Resolution authorising investment,

(c) Certified true copy of power of attorney,

(d) Specimen signatures of the authorised signatories duly certified by an appropriate authority,

(e) Copy of PAN card to be submitted,

(f) Application Form (including RTGS details).

8.21 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the Applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount and all other amounts payable to the Debenture Holder(s) through RTGS. 8.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity. 8.23 Mode of Payment All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the Application Form. 8.24 Effect of Holidays If the Due Date for the Redemption Date falls on a day that is not a Business Day, the Redemption Amounts shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. 8.25 Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof


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will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the debenture holders at the office of the transfer agents of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax exemption certificate / declaration of non deduction of tax at source on interest on application money, should be submitted along with the Application form. 8.26 Letters of Allotment The letter of allotment, indicating allotment of the Debentures, will be credited in dematerialised form within 2 (Two) Business Days from each Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of all statutory formalities including the execution and registration of the Debenture Trust Deed within the timelines specified herein, the aforesaid letter of allotment shall be replaced with the actual credit of Debentures, in dematerialised form. 8.27 Deemed Date of Allotment All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is May 29, 2020 by which date the Investors would be intimated of allotment. 8.28 Record Date In relation to any Due Date, the relevant record date shall be 15 (Fifteen) days prior to such Due Date. 8.29 Refunds For Applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from each Deemed Date of Allotment of the Debentures. In case the Issuer has received money from Applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any. 8.30 Interest on Application Money

The Issuer shall be liable to pay to each Debenture Holder, interest on the Application Monies (subject to any tax deductible at source under Applicable Law) paid by the said Debenture Holder in the event that the Debenture Holder has remitted the Application Monies prior to the Deemed Date of Allotment, for which interest shall be calculated at the Coupon rate applicable for the Debentures issued on the Application Monies, for the period commencing from the date on which the said Debenture Holder has made payment of the Application Monies in respect of the Debentures and ending on the day prior to the Deemed Date of Allotment. The interest on the Application Monies shall be paid by the Issuer to the Debenture Holders within 7 (Seven) Business Days from the Deemed Date of Allotment. 8.31 Pan Number Every Applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected. 8.32 Payment on Redemption Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through


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RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform the Depository and accordingly the account of the Debenture Holder(s) with the Depository will be adjusted. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed may apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents/ authorizations/ information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents/ information, and can accept or reject an application as it deems fit. Investment by investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.


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9. DECLARATION

The Company and each of the directors of the Company hereby confirm and declare that:

a. the Company has complied with the provisions of the Act and the rules made thereunder, including the compliances in relation to making a private placement of the Debentures;

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 Issue shall be used only for the purposes and objects indicated in the Disclosure Document (offer letter);

I am authorized by the Board of Directors of the Company vide resolution number 04 dated March 6, 2020 read with resolution of the Banking and Finance Committee of the Board of Directors dated March 14, 2020 to 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 Disclosure Document 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, correctly and legibly attached to this form. For Badve Engineering Limited ______________________ Mr. Shrikant Shankar Badve Designation: Managing Director Date: May 26, 2020 Place: Pune


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ANNEXURE I: RATING LETTER AND RATING RATIONALE


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ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE


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ANNEXURE III: APPLICATION FORM

BADVE ENGINEERING LIMITED A public company with limited liability incorporated on September 25, 1996 under the Companies Act, 1956

Registered Office: Plot No. D-39 MIDC Area, Waluj, Aurangabad – 431133, Maharashtra, India Corporate Office: Office No. 603, 6th Floor, A Wing, ICC Trade Tower, S. B. Road, Pune – 411 016

CIN: U73100MH1996PLC102827 Telephone No.: 020-25630188, Contact Person: Mr. Sanchit Kalantre, Company Secretary & Compliance Officer

E-mail: [email protected], Website: www.badvegroup.com

DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 [●] Addressed to: __________________________________________________________

ISSUE OF UPTO 600 (SIX HUNDRED AND FIFTY) RATED LISTED SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH ONLY) EACH, AGGREGATING UPTO RS. 60,00,00,000/- (RUPEES SIXTY CRORES ONLY) ON A PRIVATE PLACEMENT BASIS

DEBENTURE APPLIED FOR: Number of Debentures _____ in words _______ Amount Rs. ______ /- in words Rupees ______Crore Only

DETAILS OF PAYMENT: Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to Badve Engineering Limited Dated ____________ Total Amount Enclosed (In Figures) Rs.______/- (In words) ________ Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT‟S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____ WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________


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We have read and understood the Terms and Conditions of the issue of Debentures contained in the Information Memorandum including the Risk Factors described therein and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Signatory(ies)

Designation Signature

Applicant‟s Signature We the undersigned, are agreeable to holding the Debentures of the Issuer in dematerialised form. Details of my/our Beneficial Owner Account are given below:

Details for Issue of Debentures in Electronic / Dematerialised Form

DEPOSITORY NSDL

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account: (Settlement by way of RTGS, electronic fund transfer)

We understand and confirm that the information provided in this Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any. We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Issuer shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form. We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Debentures. Applicant‟s


Serial No.: 01


102

Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)-------------------------------------------- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. 0 0 0 0 0 0 0 [●]

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________ UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Debenture


Serial No.: 01


103

ANNEXURE IV: AUDITED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

CONSOLIDATED


BALANCE SHEET

(All amounts in INR Crores, unless otherwise stated)

As at As at As at

March 31, 2019

March 31, 2018

March 31, 2017

ASSETS

Non-current Assets

Property, plant and equipment Right-of-use assets 1,637.58 1,341.79 1,033.56

Capital work in progress 244.58 331.75 375.17

Investment property - - -

Goodwill - - -

Other Intangible assets Intangible assets under development

- - -

Investments accounted for using the equity method 0.19 0.43 0.74

Financial Assets

i. Investments 30.09 1.56 1.56

ii. Loans 90.19 - -

iii. Trade receivables - - -

iv. Other financial assets 10.11 6.57 5.19

Deferred tax assets (net) - - -

Other non-current assets 60.69 40.92 16.32

Non-current tax assets (net) - - -

Total Non-current Assets 2,073.44 1,723.01 1,432.54

Current Assets

Inventories 263.77 201.05 159.76

Financial assets

i. Investments - 26.88 61.26

ii. Trade receivables 586.30 402.62 325.31

iii. Cash and cash equivalents 71.85 12.84 9.55

iv. Bank balances other than (iii) above 0.00 0.00 0.00

v. Loans 1.11 12.63 13.98

vi. Other financial assets - - -

Other current assets 349.33 262.71 112.35

Total Current Assets 1,272.36 918.73 682.20

Total Assets 3,345.80 2,641.74 2,114.74

EQUITY AND LIABILITIES

Equity

Equity share capital 19.84 19.84 19.80

Other Equity

Reserves and surplus 947.27 769.68 584.23


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104

Other reserves - - -

Total Equity 967.11 789.52 604.02

Non-controlling interest - - -

Total equity 967.11 789.52 604.02

Liabilities

Non-Current Liabilities

Financial Liabilities

i. Borrowings 1,360.66 1,138.97 896.27

ii. Lease liabilities - - -

iii. Other financial liabilities - - -

Provisions

Employee benefit obligations 5.45 4.00 3.88

Deferred tax liabilities (net) 65.51 47.93 46.34

Government grants - - -

Other non-current liabilities - - -

Total non-current liabilities 1,431.63 1,190.90 946.50

Current Liabilities


i. Borrowings 304.26 255.37 242.25

ii Lease liabilities - - -

ii. Trade payables 356.94 199.56 88.58

iii. Other financial liabilities 237.36 167.56 218.12

Provisions

Employee benefit obligations 1.39 1.87 -


Current tax liabilities (net) 12.47 7.99 0.70

Other current liabilities 34.64 28.97 15.97

Total Current Liabilities 947.07 661.32 564.22

Total Liabilities 2,378.69 1,852.22 1,510.72

Total Equity and Liabilities 3,345.80 2,641.74 2,114.74

NOTE: THE LATEST AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020 ARE NOT YET AVAILABLE. ACCORDINGLY, THE ISSUER HAS PROVIDED THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019.


Serial No.: 01


105

STANDALONE BALANCE SHEET

STANDALONE


BALANCE SHEET


As at As at As at

March 31, 2019

March 31, 2018

March 31, 2017

ASSETS

Non-current Assets

Property, plant and equipment Right-of-use assets 1,637.58 1,341.79 1,033.56

Capital work in progress 244.58 331.75 375.17

Investment property - - -

Goodwill - - -

Other Intangible assets Intangible assets under development

- - -

Investments accounted for using the equity method 6.92 6.92 6.74

Financial Assets

i. Investments 30.09 1.56 1.56

ii. Loans 90.19 20.00 -

iii. Trade receivables - - -

iv. Other financial assets 10.10 6.57 5.19

Deferred tax assets (net) - - -

Other non-current assets 60.69 40.92 16.32

Non-current tax assets (net) - - -

Total Non-current Assets 2,080.16 1,749.50 1,438.54

Current Assets

Inventories 243.80 201.05 159.73

Financial assets

i. Investments - 26.88 61.26

ii. Trade receivables 440.96 387.55 325.31

iii. Cash and cash equivalents 66.61 10.87 9.55

iv. Bank balances other than (iii) above 0.00 0.00 0.00

v. Loans 115.96 12.63 13.98

vi. Other financial assets - - -

Other current assets 349.28 249.48 112.35

Total Current Assets 1,216.62 888.47 682.17

Total Assets 3,296.78 2,637.97 2,120.71

EQUITY AND LIABILITIES

Equity

Equity share capital 19.84 19.84 19.80


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106

Other Equity

Reserves and surplus 951.69 775.99 590.20

Other reserves - - -

Total Equity 971.53 795.82 609.99


Total equity 971.53 795.82 609.99

Liabilities

Non-Current Liabilities


i. Borrowings 1,360.66 1,138.97 896.27

ii. Lease liabilities - - -

iii. Other financial liabilities - - -

Provisions

Employee benefit obligations 5.45 4.00 3.88

Deferred tax liabilities (net) 65.51 47.93 46.34


Other non-current liabilities - - -

Total non-current liabilities 1,431.63 1,190.90 946.50

Current Liabilities


i. Borrowings 304.26 255.37 242.25

ii Lease liabilities - - -

ii. Trade payables 303.50 189.49 88.58

iii. Other financial liabilities 237.36 167.56 218.12

Provisions

Employee benefit obligations 1.39 1.87 -


Current tax liabilities (net) 12.47 7.99 -0.70

Other current liabilities 34.64 28.97 15.97

Total Current Liabilities 893.63 651.25 564.22

Total Liabilities 2,325.25 1,842.15 1,510.72

Total Equity and Liabilities 3,296.78 2,637.97 2,120.71



Serial No.: 01


107

CONSOLIDATED PROFIT AND LOSS STATEMENT

CONSOLIDATED


STATEMENT OF PROFIT AND LOSS


As at As at As at

March 31, 2019

March 31, 2018

March 31, 2017

Revenue

Revenue from contract with customers 3,494.32 2,967.08 2,670.67

Other operating revenue 84.18 124.48 27.76

Total revenue from operations 3,578.50 3,091.56 2,698.44

Other income 19.16 11.82 13.87

Total income 3,597.66 3,103.39 2,712.31

Expenses

Cost of materials consumed 2,763.30 2,218.85 1,834.38

Purchase of stock-in-trade - - -

Changes in inventory of finished goods, work-in-progress and stock in trade

-39.12 - -

Excise duty on sale of goods - 74.91 260.93

Employee benefit expense 207.82 192.68 161.48

Depreciation and amortization expense 138.23 120.43 76.44

Finance costs 146.37 110.94 109.83

Other expenses 159.85 145.29 105.79

Total expenses 3,376.46 2,863.09 2,548.85

Profit before exceptional items 221.20 240.30 163.46

Group's share in net profit / (loss) of associates and joint ventures accounted for using the equity method

-0.23 -0.32 -1.05

Exceptional items (income)/ expense - - -

Profit before tax 220.97 239.98 162.41

Tax expenses

Current tax 38.61 35.47 29.29

Deferred tax expense/ (credit) 7.45 0.32 14.14

Total tax expense 46.06 35.80 43.43

Profit for the year 174.91 204.18 118.98

Other comprehensive income

Items to be reclassified to profit or loss

Exchange gain/(losses) on translation of foreign operations - - -

Deferred gain / (losses) on cash flow hedges - - -

- - -

Income tax on items that may be reclassified to profit or loss - - -

- - -

Items not to be reclassified to profit or loss

Changes in fair value of FVOCI equity instruments 0.93 1.88 -

Re-measurements of post-employment benefit obligations 3.19 -1.11 -


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108

Share of other comprehensive income of associates and joint ventures accounted for using the equity method

- - -

4.12 0.77 -

Income tax relating to items that will not be reclassified to profit or loss

1.44 0.29 -

2.68 0.48 -

Other comprehensive income for the year, net of tax 2.68 0.48 -

Total comprehensive income for the year, net of tax 177.59 204.67 118.98

Profit attributable to:

Owners 174.91 204.18 118.98

Non-controlling interest -

174.91 204.18 118.98

Other comprehensive income attributable to:

Owners 2.68 0.48 -


2.68 0.48 -

Total comprehensive income attributable to:

Owners 177.59 204.67 118.98


177.59 204.67 118.98

Earnings per share

Nominal value per share

Basic 90.00 103.00 60.00

Diluted 90.00 103.00 60.00



Serial No.: 01


109

STANDALONE PROFIT AND LOSS STATEMENT

STANDALONE


STATEMENT OF PROFIT AND LOSS


As at As at As at

March 31, 2019

March 31, 2018

March 31, 2017

Revenue

Revenue from contract with customers 3,312.87 2,951.90 2,670.67

Other operating revenue 84.18 124.48 27.76

Total revenue from operations 3,397.04 3,076.39 2,698.44

Other income 23.46 11.82 13.87

Total income 3,420.51 3,088.21 2,712.31

Expenses

Cost of materials consumed 2,591.31 2,203.74 1,834.41

Purchase of stock-in-trade - - -

Changes in inventory of finished goods, work-in-progress and stock in trade

-39.12 - -

Excise duty on sale of goods - 74.91 260.93

Employee benefit expense 207.82 192.68 161.48

Depreciation and amortization expense 138.23 120.43 76.44

Finance costs 146.37 110.93 109.83

Other expenses 156.81 145.21 105.79

Total expenses 3,201.42 2,847.90 2,548.88

Profit before exceptional items 219.08 240.31 163.43

Group's share in net profit / (loss) of associates and joint ventures accounted for using the equity method

- - -

Exceptional items (income)/ expense - - -

Profit before tax 219.08 240.31 163.43

Tax expenses

Current tax 38.61 35.47 29.29

Deferred tax expense/ (credit) 7.45 0.32 14.14

Total tax expense 46.06 35.80 43.43

Profit for the year 173.03 204.52 120.00

Other comprehensive income

Items to be reclassified to profit or loss

Exchange gain/(losses) on translation of foreign operations - - -

Deferred gain / (losses) on cash flow hedges - - -

- - -

Income tax on items that may be reclassified to profit or loss - - -

- - -

Items not to be reclassified to profit or loss

Changes in fair value of FVOCI equity instruments 0.93 1.88 -

Remeasurements of post-employment benefit obligations 3.19 -1.11 -


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110

Share of other comprehensive income of associates and joint ventures accounted for using the equity method

- - -

4.12 0.77 -

Income tax relating to items that will not be reclassified to profit or loss

1.44 0.29 -

2.68 0.48 -

Other comprehensive income for the year, net of tax 2.68 0.48 -

Total comprehensive income for the year, net of tax 175.71 205.00 120.00

Profit attributable to:

Owners 173.03 204.52 120.00

Non-controlling interest -

173.03 204.52 120.00

Other comprehensive income attributable to:

Owners 2.68 0.48 -


2.68 0.48 -

Total comprehensive income attributable to:

Owners 175.71 205.00 120.00


175.71 205.00 120.00

Earnings per share

Nominal value per share

Basic 89.00 103.00 61.00

Diluted 89.00 103.00 61.00



Serial No.: 01


111

CONSOLIDATED CASHFLOW STATEMENT

CONSOLIDATED


STATEMENT OF CASH FLOWS


As at As at As at

March 31, 2019

March 31, 2018

March 31, 2017

A Cash flow from operating activities:

Profit before tax and exceptional expenses 221.20 240.30 163.46

Adjustments for:

Share of (profit)/loss in associates and joint ventures accounted for using the equity method

-0.23 -0.32 -1.05

Depreciation and amortisation expense 138.23 120.43 76.44

Finance cost 146.37 110.94 109.83

Interest income -21.96 -8.62 -10.29

Dividend income -0.03 -0.00 -0.00

Loss/ (gain) on disposal of property, plant & equipment -0.01 -0.73 -1.75

Gain on sale of Investments - - -

Gain on step-up of previously held equity interest in joint venture

- - -

Bad debts / advances written off - - -

Provision for doubtful debts / advances - - -

Liability no longer required written back - - -

Unrealised foreign currency loss/(gain) - - -

Operating profit before working capital changes 483.57 461.99 336.64

Changes in working capital:

Increase/(decrease) in trade and other payables 157.38 110.98 -30.06

Increase/(decrease) in other financial liabilities 38.40 -61.75 38.34

(Increase)/decrease in trade receivables -183.68 -77.31 -9.78

(Increase)/decrease in inventories -62.72 -41.29 -18.19

(Increase)/decrease in other receivables -75.10 -149.02 -31.47

(Increase)/decrease in other financial assets - - -

Cash generated from operations 357.85 243.61 285.48

Taxes (paid) / received -38.61 -35.47 -29.29

Net cash generated from operations before exceptional items

319.24 208.13 256.19

Exceptional Item (expense)/ income - - -

Net cash generated from operating activities 319.24 208.13 256.19

B Cash flow from Investing activities:

Payments for purchase of property, plant & equipment and other intangible assets (including capital work-in- progress and intangible assets under development)

-346.87 -385.24 -362.21

Proceeds from sale of property, plant & equipment and other intangible assets

0.01 0.73 1.75

Proceeds from sale / (payment for purchase) of investments

-0.48 36.57 -7.75

Loan (to)/repaid by related parties (net) -90.19 - -

Interest received 21.96 8.62 10.29

Dividend received 0.03 0.00 0.00


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112

Dividend received from associates & joint venture entities - - -

(Investment)/Proceeds from maturity of deposits with remaining maturity for more than 12 months

-23.32 -25.97 30.50

Acquisition of non-controlling interests - - -

Consideration paid on acquisition of subsidiaries - - -

Consideration paid on acquisition of associates - - -

Net cash (used) in investing activities -438.86 -365.28 -327.42

C Cash flow from financing activities:

Proceeds from issues of shares - 0.04 -

Proceeds from minority shareholders - - -

Dividend paid - - -

Dividend distribution tax - - -

Dividend paid to minority share holders - - -

Interest paid -146.37 -110.94 -109.83

Consideration paid for buy out of minority shareholders of PKC Group Plc.

- - -

Proceeds from long term borrowings 397.47 447.59 143.03

Proceeds from short term borrowings 48.89 13.12 47.02

Repayment of long term borrowings -119.32 -106.15 -81.30

Repayment of short term borrowings - - -

Proceeds/ (Repayment) of loans from other related parties -2.03 -83.22 76.32

Payment of lease liability - - -

Net cash (used) in financing activities 178.63 160.43 75.24

Net Increase/(Decrease) in Cash & Cash Equivalents 59.01

3.29

4.02

Net foreign exchange differences on balance with banks in foreign currency

- - -

Net Cash and Cash equivalents at the beginning of the year

12.84 9.55 5.53

Cash and cash equivalents acquired consequent to acquisition of SMRC

- - -

Cash and cash equivalents as at year end 71.85 12.84 9.55

Cash and cash equivalents comprise :

Cash on hand 2.84 1.05 0.44

Cheques/drafts on hand - - -

Balance with Banks 69.01 11.79 9.11

Cash and cash equivalents as per Balance Sheet (restated)

71.85 12.84 9.55



Serial No.: 01


113

STANDALONE CASHFLOW STATEMENT

STANDALONE


STATEMENT OF CASH FLOWS


As at As at As at

March 31, 2019

March 31, 2018

March 31, 2017

A Cash flow from operating activities:

Profit before tax and exceptional expenses 219.08 240.31 163.43

Adjustments for:

Share of (profit)/loss in associates and joint ventures accounted for using the equity method

- - -

Depreciation and amortisation expense 138.23 120.43 76.44

Finance cost 146.37 110.93 109.83

Interest income -21.96 -8.62 -10.29

Dividend income -0.03 -0.00 -0.00

Loss/ (gain) on disposal of property, plant & equipment -0.01 -0.73 -1.75

Gain on sale of Investments - - -

Gain on step-up of previously held equity interest in joint venture

- - -

Bad debts / advances written off - - -

Provision for doubtful debts / advances - - -

Liability no longer required written back - - -

Unrealised foreign currency loss/(gain) - - -

Operating profit before working capital changes 481.68 462.32 337.67

Changes in working capital:

Increase/(decrease) in trade and other payables 114.02 100.91 -30.06

Increase/(decrease) in other financial liabilities 38.39 -61.75 38.34

(Increase)/decrease in trade receivables -53.41 -62.24 -9.78

(Increase)/decrease in inventories -42.76 -41.32 -18.17

(Increase)/decrease in other receivables -203.12 -135.79 -31.47

(Increase)/decrease in other financial assets - - -

Cash generated from operations 334.81 262.13 286.53

Taxes (paid) / received -38.61 -35.47 -29.29

Net cash generated from operations before exceptional items

296.20 226.66 257.25

Exceptional Item (expense)/ income - - -

Net cash generated from operating activities 296.20 226.66 257.25

B Cash flow from Investing activities:

Payments for purchase of property, plant & equipment and other intangible assets (including capital work-in- progress and intangible assets under development)

-346.87 -385.24 -362.21

Proceeds from sale of property, plant & equipment and other intangible assets

0.01 0.73 1.75

Proceeds from sale / (payment for purchase) of investments

-0.72 36.08 -8.80

Loan (to)/repaid by related parties (net) -70.19 -20.00 -

Interest received 21.96 8.62 10.29

Dividend received 0.03 0.00 0.00


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114

Dividend received from associates & joint venture entities - - -

(Investment)/Proceeds from maturity of deposits with remaining maturity for more than 12 months

-23.31 -25.97 30.50

Acquisition of non-controlling interests - - -

Consideration paid on acquisition of subsidiaries - - -

Consideration paid on acquisition of associates - - -

Net cash (used) in investing activities -419.09 -385.77 -328.47

C Cash flow from financing activities:

Proceeds from issues of shares - 0.04 -

Proceeds from minority shareholders - - -

Dividend paid - - -

Dividend distribution tax - - -

Dividend paid to minority share holders - - -

Interest paid -146.37 -110.93 -109.83

Consideration paid for buy out of minority shareholders of PKC Group Plc.

- - -

Proceeds from long term borrowings 397.47 447.59 143.03

Proceeds from short term borrowings 48.89 13.12 47.02

Repayment of long term borrowings -119.32 -106.15 -81.30

Repayment of short term borrowings - - -

Proceeds/ (Repayment) of loans from other related parties -2.03 -83.22 76.32

Payment of lease liability - - -

Net cash (used) in financing activities 178.63 160.44 75.24

- - -

Net Increase/(Decrease) in Cash & Cash Equivalents 55.74 1.32

4.02

Net foreign exchange differences on balance with banks in foreign currency

- - -

Net Cash and Cash equivalents at the beginning of the year

10.87 9.55 5.53

Cash and cash equivalents acquired consequent to acquisition of SMRC

- - -

Cash and cash equivalents as at year end 66.61 10.87 9.55

- - -

Cash and cash equivalents comprise :

Cash on hand 2.84 1.05 0.44

Cheques/drafts on hand - - -

Balance with Banks 63.77 9.83 9.11

Cash and cash equivalents as per Balance Sheet (restated)

66.61 10.87 9.55



Serial No.: 01


115

ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE

Issuer Badve Engineering Limited

Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakh only)

Issue Date/Deemed Date of Allotment May 29, 2020

Coupon Rate 9.50% p.a. payable on the Coupon Payment Dates

Redemption Date May 28, 2023, subject to early redemption/ acceleration pursuant to Event of Default.

Day Count Convention Actual/ Actual

SCHEDULE*

Illustrative Cashflow per Debenture of Rs. 10,00,000/-

Flow Type Payment Date No. of Days between Coupon Payment Dates

Amount

Principal Inflow 29th May, 2020 NA 600,000,000

Interest Outflow (First Semi-Annual) 30th September, 2020 125 19,520,548

Interest Outflow (Second Semi-Annual) 31st March, 2021 182 28,421,918

Interest Outflow (Third Semi-Annual) 30th September, 2021 183 28,578,082

Interest Outflow (Fourth Semi-Annual) 31st March, 2022 182 28,421,918

Interest Outflow (Fifth Semi-Annual) 30th September, 2022 183 28,578,082

Interest Outflow (Sixth Semi-Annual) 31st March, 2023 182 28,421,918

Interest Outflow (residual period between last interest payment and

redemption)

28th May, 2023 58 9,057,534

Principal Outflow 28th May, 2023 1,095 600,000,000

*The above-mentioned cash flows are illustrative and indicative. The actual due dates and the cash flow will be in accordance with the circular bearing reference number CIR/IMD/DF-1/122/2016 dated November 11, 2016 issued by SEBI, as modified, amended or supplemented from time to time.


Serial No.: 01


116

ANNEXURE VI: RELATED PARTY TRANSACTIONS

Particulars Nature of Transaction

F.Y. 2016-17 F.Y. 2017-18 F.Y. 2018-19

Key Management Personnel

Payment of Rent 7,323,414.00 7,764,134.00 7,793,132.00


Payment of Interest

81,200,000.00 80,900,000.00 72,000,000.00


Purchases - 246,060.00 -


Director Sitting Fees

28,000.00 313,000.00 -


Managerial Remuneration / Salary

61,362,720.00 70,562,868.00 67,498,992.00


Unsecured Loans Taken

- - 26,523,150.00


Unsecured Loans Repaid

- 809,004,030.00 24,133,562.00

Total 150,114,134.00 968,790,092.00 197,948,836.00

Other Related Parties Payment of Rent - 141,954,557.00 129,619,080.00

Other Related Parties Purchases 6,331,472,807.00 8,474,432,559.00 9,070,225,275.00

Other Related Parties Sales 4,433,549,712.00 4,933,088,520.00 3,793,219,735.00

Other Related Parties Assets Sales - 92,828,257.00 -

Other Related Parties Sales of Services - 88,623,968.00 -

Other Related Parties Interest Received - 38,467,544.00 121,190,990.00

Other Related Parties Assets Purchase - 602,669,979.00 -

Other Related Parties Investment in Shares

- - 1,878,480.00

Other Related Parties Reimbursement 219,891,152.00 - -

Other Related Parties Business Mobilisation Advance

- 180,000,000.00 305,766,482.00

Total 10,984,913,671.00 14,552,065,384.00 13,421,900,042.00

Associate Companies Purchases 102,705,990.00 173,322,224.00 241,445,769.00

Associate Companies Sales 41,395,028.00 160,146,709.00 91,792,432.00

Associate Companies Rent Received 11,351,040.00 11,647,152.00 -

Associate Companies Interest Received - 7,594,464.00 -

Associate Companies Assets Sales - 2,635,186.00 -

Associate Companies Sales of Services - 5,911,800.00 -

Subsidiary Company Loan Given - 199,980,770.00 1,148,448,468.00

Total 155,452,058.00 561,238,305.00 1,481,686,669.00


Serial No.: 01


117

ANNEXURE VII: COPY OF BOARD RESOLUTION


Serial No.: 01


118


Serial No.: 01


119


Serial No.: 01


120


Serial No.: 01


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Serial No.: 01


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Serial No.: 01


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Serial No.: 01


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Serial No.: 01


125

ANNEXURE VIII: COPY OF SHAREHOLDERS’ RESOLUTIONS


Serial No.: 01


126


Serial No.: 01


127


Serial No.: 01


128

ANNEXURE IX: IN PRINCIPLE LISTING APPROVAL


Serial No.: 01


129