Srl. No: SP IMPERIAL STAR PRIVATE LIMITED DISCLOSURE … · 2020. 3. 19. · Registered Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005 Corporate Office:

Private & Confidential – For Private Circulation Only

(This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus)

Srl. No: _____________

Dated: March 18, 2020

SP IMPERIAL STAR PRIVATE LIMITED

Incorporated as a private limited company under the Companies Act, 2013

Date of Incorporation: Incorporated on 19th March 2016

Registered Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005

Corporate Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005

Tel. No.: +91 22 6749 0244 ; Fax: +91 22 6633 8176

DISCLOSURE DOCUMENT CUM PRIVATE PLACEMENT OFFER LETTER IN FORM PAS - 4

(“INFORMATION MEMORANDUM”) FOR THE ISSUE AND LISTING OF BONDS ON A PRIVATE

PLACEMENT BASIS UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES)

REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES

ACT, 2013 READ ALONG WITH RULE 14(1) OF THE COMPANIES (PROSPECTUS AND ALLOTMENT

OF SECURITIES) RULES, 2014

ISSUE OF 11,170 SENIOR, SECURED, REDEEMABLE, RATED, LISTED NON-CONVERTIBLE

BONDS OF FACE VALUE OF INR 1,000,000/- EACH (THE "BONDS"), AGGREGATING TO INR

11,170,000,000 ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"), BY SP IMPERIAL STAR

PRIVATE LIMITED (THE "ISSUER”/ “COMPANY")

GENERAL RISK

Investment in debt and debt related securities involve a degree of risk and Eligible Investors should not invest any

funds in the debt instruments, unless they can afford to take the risks attached to such investments. Eligible

Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking

an investment decision, Eligible Investors must rely on their own examination of the Issuer and this Information

Memorandum including the risks involved. The Issue has not been recommended or approved by Securities and

Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information

Memorandum.

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 aspects

and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held

and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any

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

CREDIT RATING

The Bonds offered through this Information Memorandum shall be rated by CARE Ratings Limited (CARE). The

rating is not a recommendation to buy, sell or hold securities and Eligible Investors should take their own decision.

The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating

should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of

time in the future. The rating agency has the right to suspend or withdraw the rating at any time on the basis of

new information etc.

LISTING

The Bonds offered through this Information Memorandum shall be listed on the Whole Sale Debt Market Segment

of the BSE. The Issuer intends to use BSE-EBP for this Issue.




ISSUE PROGRAM

Issue Opens on: March 20, 2020 Issue Closes on: March 20, 2020

Deemed Date of Allotment: Same date as

Pay-in Date

Pay – In Date: March 23, 2020

BOND TRUSTEE REGISTRAR TO ISSUE

IDBI Trusteeship Services Limited

Link Intime India Private Limited

Asian Building, Ground Floor,

17, R. Kamani Marg,

Ballard Estate, Mumbai – 400 001.

Tel: (91) (22) 40807022.

247 Park , C 101 1st Floor , LBS Marg ,

Vikhroli ( W ),

Mumbai – 400 083

Tel: +91 22 49186000




TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS .................................................................................................... 1 2. DISCLAIMERS ............................................................................................................................................... 9 3. BRIEF DETAILS ABOUT THE TRANSACTION ................................................................................... 14 4. RISK FACTORS ........................................................................................................................................... 15 5. ISSUER INFORMATION ............................................................................................................................ 18 6. REGULATORY DISCLOSURE UNDER SEBI ILDS REGULATIONS ............................................... 19 7. DISCLOSURES PERTAINING TO WILLFUL DEFAULT: .................................................................. 38 8. PRIVATE PLACEMENT OFFER LETTER REQUIREMENTS UNDER COMPANIES ACT, 2013

40 9. UNDERTAKING TO USE A COMMON FORM OF TRANSFER ........................................................ 48 ANNEXURE 1: Annual Report and abridged version of Audited Consolidated (wherever available) and

Standalone Financial Information for last 3 years .................................................................................................. 60 ANNEXURE 2: Rating Letter ................................................................................................................................... 61 ANNEXURE 4: Copy of the extract of the shareholders resolution ...................................................................... 67 ANNEXURE 5: Copy of the extract of the board resolution ................................................................................. 69 ANNEXURE 6: Cash flows illustration .................................................................................................................... 78 ANNEXURE 7: Application Form ........................................................................................................................... 80 ANNEXURE 8: Negative List ................................................................................................................................... 84

1




1. DEFINITIONS AND ABBREVIATIONS

Term Description

Act Companies Act, 2013

Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of the Bonds

pursuant to the Issue

Applicable Law(s) Any statute, national, state, provincial, local, municipal, foreign,

international, multinational or other law, treaty, code, regulation, ordinance,

rule, judgment, order, decree, bye-law, approval of any Governmental

Authority, directive, guideline, policy, requirement or other governmental

restriction or any similar form of decision of or determination by, or any

interpretation or administration having the force of law of any of the foregoing

by any Governmental Authority having jurisdiction over the matter in

question, whether in effect as of the date of the Bond Trust Deed or at any

time thereafter and to the extent applicable to the relevant entity.

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

Bonds offered through this Issue and set out in Annexure 7 hereto.

Articles of Association/

AOA

The articles of association of the Issuer

Bid Opening Date March 20, 2020

Bid Closing Date March 20, 2020

Bond Documents Please see Clause titled “Transaction Documents/ Bond Documents” in

Summary Term Sheet and the terms set out in Clause 6.30 (iii).

Bonds 11,170 senior, secured, redeemable, rated, listed, non-convertible bonds of the

face value of INR 1,000,000 each, aggregating to INR 11,170,000,000 to be

issued by the Issuer on private placement basis in dematerialised form and

listed on the Wholesale Debt Market Segment of the BSE pursuant to the Bond

Trust Deed and this Information Memorandum.

Bond Holders The persons who are, for the time being and from time to time, the holders of

the Bonds and whose names appear in the Register of Beneficial Owners and

“Bond Holder” means each such person.

Bond Trust Deed Bond trust deed dated on or about the date of this Information Memorandum

executed between the Issuer and the Bond Trustee, the terms of which read

along with this Information Memorandum shall govern the Issue.

Bond Trustee Agreement The bond trustee agreement dated on or prior to the date of the Bond Trust

Deed entered into between the Issuer and the Bond Trustee before the opening

of the Issue.

Bond Trustee or Trustee IDBI Trusteeship Services Limited

Board Board of directors of the Issuer

BSE BSE Limited

BSE-EBP The electronic book building platform of the BSE for issuance of debt securities

on private placement basis

Business Day A day (other than a Saturday or a Sunday) on which banks are open for general

business in Mumbai and Singapore

Charged Assets The Company Hypothecated Assets, the SPPM Hypothecated Assets, the

Pledged Company Securities, the Pledged SPPM Securities, the SPC

Receivables, the ESPDPL Receivables and the Credit Support Provider

Charged Assets collectively

2




Term Description

CIPL Designated Accounts

Agreement

Has the meaning given to the term in the Credit Support Pledge and Charge

Agreement

CIPL Escrow Agreement Has the meaning given to the term Escrow Agreement in the Put Option and

Indemnity Agreement.

Company Existing

Debentures

The debentures issued by the Company to certain debenture holders in terms

of the debenture trust deed dated 9 March 2017 executed between the Company

and IDBI Trusteeship Services Limited.

Company Deed of

Hypothecation

The deed of hypothecation to be entered into between the Company and the

Bond Trustee for creating Security over the Company Hypothecated Assets

to secure the Debt.

Company Group Bonds Any Bonds held by any member of the SP Group, or any of the shareholders

or affiliates of any of the above.

Company Hypothecated

Assets

All of the Company’s rights, title, interest and benefits in, to and under its

movable assets, its current assets, its fixed assets and its receivables.

Company Pledge and

Charge Agreement – SPC

The pledge and charge agreement to be entered into between SPC, the

Company and the Bond Trustee for pledging the Company Shares and the

Company OCDs and creating charge over the SPC Receivables to secure the

Debt.

Company Pledge and

Charge Agreement -

ESPDPL

The pledge and charge agreement to be entered into between ESPDPL, the

Company and the Bond Trustee for pledging the Company Shares and creating

charge over the ESPDPL Receivables to secure the Debt.

Company Shares The equity shares issued by the Company having face value of INR 10.

Credit Support Obligations Has the meaning given to the term in the Put Option and Indemnity Agreement.

Credit Support Provider

Charged Assets

Has the meaning given to the term in the Credit Support Pledge and Charge

Agreement.


Documents

Has the meaning given to the term in the Put Option and Indemnity Agreement.

Credit Support Pledge and

Charge Agreement

The agreement dated on or about the date of the Bond Trust Deed entered or

to be entered into between the Company, the Credit Support Provider and the

Bond Trustee for creation of security over the Portfolio Holding Company

Pledged Shares in favour of the Bond Trustee for the benefit of the Secured

Parties.


Security Documents

Has the meaning given to the term in the Bond Trust Deed.

Debt The aggregate of the Outstanding Nominal Value of the Bonds, Redemption

Premium, Default Interest, early redemption costs, costs, charges, expenses

and all present and future moneys, debts and liabilities due, owing or incurred

from time to time by the Obligors to any Secured Party under or in connection

with the Bonds, the Bond Trust Deed and/or any other Bond Document (in

each case, whether alone or jointly, or jointly and severally, with any other

person, whether actually or contingently, and whether as principal, surety or

otherwise, without any double counting).

Deed of Guarantee The deed of guarantee to be entered into between SPPM and the Bond Trustee

for guaranteeing the Debt.

Deed of Subordination The deed of subordination to be entered into between the Company, the Bond

Trustee, SPC and ESPDPL in relation to the financial indebtedness availed

of by the Company from such persons.

Deemed Date of Allotment Same a Pay-In Date

3




Term Description

Default Interest Any default interest payable or paid in accordance with the Bond Trust Deed.

Depository The National Securities Depository Limited and/or the Central Depository

Services (India) Limited, as the context requires.

Designated Accounts

Agreement

The accounts agreement to be entered into between the Company, SPPM, the

Bond Trustee and Deutsche Bank AG, Mumbai branch in relation to the

Company Designated Account and the SPPM Designated Account.

DP Depository Participant

ESPDPL ESP Diabolical Private Limited, a company incorporated under Companies

Act, 2013 with corporate identification number U74999MH2017PTC292875

and having its registered office at Shapoorji Pallonji Centre, 41/44 Minoo Desai

Marg, Colaba, Mumbai, Maharashtra, India, 400005.

ESPDPL Receivables Receivables in relation to the securities issued by the Issuer and held by

ESPDPL and the receivables arising out of the loans and advances given to the

Issuer by ESPDPL.

Early Redemption Date Either a Mandatory Redemption Date or a Voluntary Redemption Date.

Eligible Investors Refers to such category of investors referred to below:

a) Eligible financial institutions and insurance companies;

b) Companies;

c) Non-banking finance companies (NBFCs) and residuary NBFCs;

d) Mutual funds;

e) Foreign institutional investors;

f) Foreign portfolio investors as permitted under the Securities and

Exchange Board of India (Foreign Portfolio Investors) Regulations,

2019; and

g) SEBI registered FPI, provident funds, gratuity, superannuation and

pension funds, subject to their investment guidelines.

Escrow Agreement The escrow agreement to be entered into between the Company, SPPM, the

Bond Trustee and Axis Bank Limited, Fort branch in relation to the Company

Operating Account and the SPPM Operating Account.

Event of Default An event of default as set defined in the Bond Trust Deed.

Exchange(s) BSE Limited.

Face Value/ Principal

Amount

In relation to Bonds INR 1,000,000 each

Fee Letter The consent letter dated March 16, 2020 bearing reference no.

13044/ITSL/OPR/CL/19-20/DEB/1190 issued by the Bond Trustee and

accepted by the Company.

Final Redemption Amount In respect of a Bond being redeemed on the Final Redemption Date, an amount

equal to the aggregate of: (i) the Outstanding Nominal Value of that Bond, (ii)

the Redemption Premium in respect of that Bond as at the Final Redemption

Date, (iii) any applicable Default Interest in respect of that Bond, and (iv) all

other costs, expenses and indemnified amounts payable by the Company in

respect of the Bond or otherwise under the Bond Documents.

Final Redemption

Date

The date falling 3 years from the Deemed Date of Allotment.

Final Settlement Date The date of redemption and unconditional and irrevocable discharge of the

Debt in full to the satisfaction of the Secured Parties, which date will be

notified by the Bond Trustee in writing by no later than a period of 5 Business

Days from the date of redemption and/ or discharge of the due and payable

4




Term Description

Debt.

FPI A foreign portfolio investor registered as such under the (a) SEBI (Foreign

Portfolio Investors) Regulations, 2014 and recategorized under the SEBI

(Foreign Portfolio Investors) Regulations, 2019; or (ii) SEBI (Foreign

Portfolio Investors) Regulations, 2019

FY Financial Year

GAAP Generally accepted accounting principles, standards and practices in India and

includes any successor principles, standards and practices that may be

prescribed by the relevant Governmental Authority or otherwise come into

force in the relevant jurisdiction from time to time, including but not limited

to IND AS, in case of India.

GPL Gopalpur Ports Limited, a company incorporated under the Companies Act,

1956 with corporate identification number U63032OR2006PLC008831 and

having its registered office at Gopalpur Port, Arjeepalli, Via Chatrapur,

Chatrapur Ganjam – 761020.

Governmental Authority Any:

a) government (central, state or otherwise) or sovereign state;

b) any governmental agency, semi-governmental or judicial or quasi-

judicial or regulatory, supervisory or administrative entity, department

or authority; or

c) international organisation, agency or authority,

which has jurisdiction over the relevant entity including, without limitation,

any stock exchange or any self-regulatory organisation, established under any

Applicable Law.

Information Memorandum/

Disclosure Document

This Information Memorandum pursuant to which the Bonds are being

offered to the Invited Eligible Investors on private placement basis.

Internal Rate of Return On the Final Settlement Date, an amount calculated by the Bond Trustee using

the Excel Spreadsheet “XIRR” function in the manner set out in the Bond Trust

Deed.

INR or Rs or Rupees Indian Rupees

Issue The issue of the Bonds in accordance with the terms of the Bond Trust Deed

and this Information Memorandum

Issuer/ Company SP Imperial Star Private Limited, a company incorporated under the

Companies Act, 2013 with corporate identification number

U74999MH2016PTC274669 and having its registered office at Shapoorji

Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005.

Invited Eligible Investors Refers to such category of investors referred to below:

a. Eligible financial institutions and insurance companies;

b. Companies;

c. Non-banking finance companies (NBFCs) and residuary NBFCs;

d. Mutual funds;

e. Foreign institutional investors;

f. Foreign portfolio investors as permitted under the Securities and

Exchange Board of India (Foreign Portfolio Investors) Regulations,

2019; and

g. Provident funds, gratuity, superannuation and pension funds, subject to

their investment guidelines,

that have been specifically and directly addressed by a communication from

5




Term Description

the Issuer, inviting them to subscribe to the Bonds/ offering to issue Bonds to

them on a private placement basis.

Jurisdiction Courts and tribunals of New Delhi.

Make Whole Date Has the meaning given to the term in the Bond Trust Deed.

Mandatory Redemption

Amount

As defined in the Bond Trust Deed.


Date

Any date prior to the Final Redemption Date on which any Bonds are required

to be redeemed in accordance with the Bond Trust Deed pursuant to the

occurrence of a Mandatory Redemption Event.


Event

Events as may be agreed between the Company and the Bond Trustee in the

Bond Document(s) (and which are specifically identified as a “Mandatory

Redemption Event” in the Bond Trust Deed.

Memorandum/ MOA The memorandum of association of the Issuer

Negative List Bonds Bonds held by the entities of groups set out in Annexure 8 (Negative List).

Nominal Value INR 1,000,000/-/- being the nominal value of each Bond

Obligors Company, SPC, ESPDPL and SPPM

Option Shares Such number of Company Shares and/or SPPM Shares in respect of which the

Bond Trustee exercises the Put Option in terms of the Put Option and Indemnity

Agreement.

Outstanding Nominal

Value

In respect of a Bond, the Nominal Value of that Bond as reduced by any part

of the Nominal Value already paid by the Company with respect to that Bond.

PNP PNP Maritime Services Private Limited, a company incorporated under the


U63090MH1999PTC121461 and having its registered office at A-5, 18 Ionic,

Arthur Bunder Road, Colaba, Mumbai – 400005.

Pledged Company OCDs On any date, the Company OCDs pledged or required to be pledged in favour

of the Bond Trustee pursuant to the Company Pledge and Charge Agreement -

SPC as at such date.

Pledged Company

Securities

The Pledged Company Shares and the Pledged Company OCDs.

Pledged Company Shares On any date, the Company Shares pledged or required to be pledged in favour

of the Bond Trustee pursuant to the Company Pledge and Charge Agreement –

ESPDPL and the Company Pledge and Charge Agreement - SPC as at such

date.

Pledged SPPM OCDs On any date, the SPPM OCDs pledged or required to be pledged in favour of

the Bond Trustee pursuant to the SPPM Pledge Agreement as at such date.

Pledged SPPM Securities The Pledged SPPM Shares and the Pledged SPPM OCDs

Pledged SPPM Shares On any date, the SPPM Shares pledged or required to be pledged in favour of

the Bond Trustee pursuant to the SPPM Pledge Agreement as at such date.

Pay-In Date The date set out in this Information Memorandum as the pay in date on which

each applicant for the Bonds to be allotted is required to make payment to the

Company for the Bonds to be allotted to it.

Port SPVs GPL and PNP collectively, and each being a “Port SPV”.

Portfolio Holding

Company

The meaning given to it in the Put Option and Indemnity Agreement.

Portfolio Holding

Company Pledged Shares

6,804 equity shares of the Portfolio Holding Company held by the Credit

Support Provider constituting 1.683% of the issued and paid-up equity share

6




Term Description

capital of and voting rights in the Portfolio Holding Company on the date of

the Bond Trust Deed and the Collateral (as defined in the Credit Support

Pledge and Charge Agreement) which are pledged or required to be pledged

in favour of the Bond Trustee for the benefit of the Secured Parties pursuant

to the Credit Support Pledge and Charge Agreement from time to time.

Put Option The option granted by the Credit Support Provider to the Bond Trustee (acting

for and on behalf of the Bond Holders) to require the Credit Support Provider

to pay for and purchase the Option Shares from the Bond Trustee (acting for

and on behalf of the Bond Holders) in terms of the Put Option and Indemnity

Agreement.

Credit Support Provider An entity as may be mutually agreed between the Company and the Bond

Trustee and identified as such in the Put Option and Indemnity Agreement.

Put Option and Indemnity

Agreement

An agreement entered between the Credit Support Provider, the Company,

SPPM and the Bond Trustee on or around the date of the Bond Trust Deed,

setting out inter alia the rights and liabilities of the Credit Support Provider

with respect to the Put Option and indemnity in favour of the Bond Trustee

(acting for and on behalf of the Bond Holders).

Put Option Event The meaning given to it in the Put Option and Indemnity Agreement.

Qualified Institutional

Buyers

Qualified institutional buyer as defined in the Securities and Exchange Board

of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as

amended from time to time.

Rating Agency CARE Ratings Limited

RBI Reserve Bank of India

Record Date In respect of a Bond, the day falling 2 Business Days before any due date.

Redemption Amount In respect of each Bond:

a. on an Early Redemption Date other than a Voluntary Redemption Date,

the Mandatory Redemption Amount;

b. on a Voluntary Redemption Date, the Voluntary Redemption Amount;

and

c. on the Final Redemption Date, the Final Redemption Amount.

Redemption Date An Early Redemption Date or the Final Redemption Date, as the case may be.

Redemption Premium In respect of a Bond, an amount which will result in the Internal Rate of Return

of that Bond on the Final Settlement Date being equal to the Yield. For the

avoidance of doubt, if any part of the Nominal Value of a Bond is paid prior to

the Make Whole Date, for the purposes of computing the Redemption

Premium, such part of the Nominal Value of that Bond will be deemed to have

been repaid on the Make Whole Date.

Register of Beneficial

Owners

The register of beneficial owners of the Bonds maintained in the records of the

Depository.

Registrar/ Registrar to the

Issue

Registrar to the Issue, in this case being Link Intime India Private Limited

ROC Registrar of Companies

RTGS Real time gross settlement

SEBI Securities and Exchange Board of India

SEBI ILDS Regulations The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended

from time to time.

SEBI LODR Regulations The SEBI (Listing Obligations and Disclosure Requirements) Regulations,

7




Term Description

2015 as amended from time to time.

SPC Shapoorji Pallonji and Company Private Limited, a company incorporated

under the provisions of the Act with corporate identification number

U45200MH1943PLC003812 and having its registered office at 70, Nagindas

Master Road, Fort, Mumbai – 400 023

SPC Receivables Receivables in relation to the Pledged Company Securities held by SPC and the

receivables arising out of the loans and advances given to the Issuer by SPC.

SPPM SP Port Maintenance Private Limited, a company incorporated under the


U74999MH2016PTC274668 and having its registered office at Shapoorji

Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai – 400005

SPPM OCDs Optionally convertible debentures issued by SPPM and allotted to the

Company.

SPPM Shares The equity shares issued by SPPM having face value of INR 10.

SPPM Deed of

Hypothecation

The deed of hypothecation to be entered into between SPPM and the Bond

Trustee on or about the date of the Bond Trust Deed for creating Security over

the SPPM Hypothecated Assets to secure the Debt.

SPPM Hypothecated

Assets

All of SPPM’s rights, title, interest and benefits in, to and under its movable

assets, its current assets, its fixed assets and its receivables

SPPM Pledge Agreement The pledge agreement to be entered into between the Company, SPPM and the

Bond Trustee for pledging the SPPM Shares and the SPPM OCDs to secure

the Debt.

SP Group Has the meaning given to the term in the Bond Trust Deed.

Secured Parties The Bond Holders and the Bond Trustee or any delegate or receiver appointed

by the Bond Trustee.

Security A mortgage, charge, pledge, lien or other security interest securing any

obligation of any person or any other agreement or arrangement having a

similar effect.

Security Documents a) the Company Deed of Hypothecation;

b) the Company Pledge and Charge Agreement - SPC;

c) the Company Pledge and Charge Agreement - ESPDPL;

d) the SPPM Deed of Hypothecation;

e) the SPPM Pledge Agreement;

f) the Credit Support Pledge and Charge Agreement;

g) any powers of attorney issued pursuant to the above; and

h) any other document that may be designated as a Security Document by

the Bond Trustee and the Company,

and “Security Document” means any of them.

Tax All forms of present and future taxes (including but not limited to indirect taxes

such as goods and services tax, service tax, value added tax or other similar

taxes), deductions, withholdings, duties, imposts, levies, cesses, fees, charges,

social security contributions and rates imposed, levied, collected, withheld or

assessed by any Governmental Authority or other taxing authority in India or

elsewhere and any interest, additional taxation penalty, surcharge, cess or fine

in connection therewith and “Taxes” shall be construed accordingly.

Tax Act (Indian) Income Tax Act, 1961.

Voluntary Redemption

Amount

The amount payable to the Bond Holders on the Voluntary Redemption Date,

as determined in accordance with the Bond Trust Deed

8




Term Description

Voluntary Redemption

Date

Any date on or after the expiry of 12 months and 1 day from the Deemed Date

of Allotment.

Yield 17.18% per annum including the cash coupon of 6% per annum to be paid on

semi-annual basis.

Capitalized words and expressions used in this Information Memorandum but not defined herein, shall have

the respective meanings given to them under Bond Trust Deed.

9




2. DISCLAIMERS

2.1 GENERAL DISCLAIMER

THIS INFORMATION MEMORANDUM IS STRICTLY FOR A PRIVATE PLACEMENT AND

IS ONLY AN INFORMATION BROCHURE INTENDED FOR PRIVATE USE. NOTHING IN

THIS INFORMATION MEMORANDUM SHALL CONSTITUTE AND/OR DEEM TO

CONSTITUTE AN OFFER OR AN INVITATION TO AN OFFER TO THE INDIAN PUBLIC

OR ANY SECTION THEREOF TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE

BONDS IN GENERAL. THIS INFORMATION MEMORANDUM IS NEITHER A

PROSPECTUS NOR A STATEMENT IN LIEU OF A PROSPECTUS UNDER THE ACT. THIS

INFORMATION MEMORANDUM HAS BEEN PREPARED IN CONFORMITY WITH THE

SEBI REGULATIONS ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878

DATED JUNE 06, 2008 AMENDED FROM TIME TO TIME AND SECTION 42 OF THE ACT

AND WITH FORM PAS-4 PRESCRIBED UNDER SECTION 42 OF THE ACT READ

ALONGWITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF

SECURITIES) RULES, 2014. THE ISSUE OF BONDS THAT MAY BE LISTED ON THE BSE

IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. THIS INFORMATION

MEMORANDUM IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 200

ELIGIBLE INVESTORS (WHICH LIMIT SHALL NOT BE CONSIDERED WHILE

CIRCULATING THIS INFORMATION MEMORANDUM TO QUALIFIED INSTITUTIONAL

BUYERS, AS STIPULATED IN SECTION 42 OF THE ACT) AND HENCE DOES NOT

CONSTITUTE AN OFFER OR AN INVITATION TO THE PUBLIC AS PER THE ACT AND

THE SEBI REGULATIONS AND THE ACT. MULTIPLE COPIES HEREOF GIVEN TO THE

SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL

BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO

CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE BONDS TO THE

PUBLIC IN GENERAL.

THIS INFORMATION MEMORANDUM AND THE CONTENTS HEREOF ARE

INTENDED ONLY FOR RECIPIENT(S) WHO HAVE BEEN ADDRESSED DIRECTLY

AND SPECIFICALLY THROUGH A COMMUNICATION BY THE ISSUER AND ONLY

SUCH RECIPIENTS ARE ELIGIBLE TO SUBSCRIBE FOR THE BONDS. ALL INVITED

ELIGIBLE INVESTORS ARE REQUIRED TO COMPLY WITH THE RELEVANT

REGULATIONS/ GUIDELINES APPLICABLE TO THEM FOR SUBSCRIBING TO THIS

ISSUE. THE CONTENTS OF THIS INFORMATION MEMORANDUM ARE INTENDED

TO BE USED ONLY BY THE INVITED ELIGIBLE INVESTORS. IT IS NOT INTENDED

FOR DISTRIBUTION TO ANY OTHER PERSON.

NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THE INVITED

ELIGIBLE INVESTORS. ANY APPLICATION BY A PERSON OTHER THAN AN INVITED

ELIGIBLE INVESTOR SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON. NO

PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL BE

ENTITLED TO REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY

ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS

OF THIS INFORMATION MEMORANDUM WITHOUT THE WRITTEN CONSENT OF THE

ISSUER.

2.2 DISCLAIMER IN RESPECT OF JURISDICTION

10




THIS ISSUE IS MADE IN INDIA TO INVESTORS AS SPECIFIED UNDER THE CLAUSE

ENTITLED “ELIGIBLE INVESTORS” 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 BONDS OFFERED HEREBY TO ANY PERSON TO WHOM IT IS NOT

SPECIFICALLY ADDRESSED. ANY DISPUTES ARISING OUT OF THIS ISSUE WILL BE

SUBJECT TO THE JURISDICTION OF THE COURTS AND TRIBUNALS OF NEW DELHI.

THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR

AN INVITATION TO SUBSCRIBE TO THE BONDS HEREIN, IN ANY OTHER

JURISDICTION AND TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN

OFFER OR INVITATION IN SUCH JURISDICTION.

2.3 DISCLAIMER OF THE ISSUER

THE ISSUER CONFIRMS THAT, AS OF THE DATE HEREOF, THIS INFORMATION

MEMORANDUM (INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE, IF

ANY) CONTAINS ALL INFORMATION THAT IS MATERIAL IN THE CONTEXT OF THE

ISSUE AND THE BONDS, IS ACCURATE IN ALL MATERIAL RESPECTS AND DOES NOT

CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT. NO PERSON HAS BEEN

AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION

NOT CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS INFORMATION

MEMORANDUM OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER TO ANY

ELIGIBLE INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH

INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN

AUTHORIZED BY THE ISSUER.

THE ISSUER CONFIRMS THAT ALL INFORMATION IT CONSIDERS ADEQUATE AND

RELEVANT ABOUT THE ISSUE AND THE ISSUER HAS BEEN MADE AVAILABLE IN

THIS INFORMATION MEMORANDUM FOR THE USE AND PERUSAL OF THE INVITED

ELIGIBLE INVESTORS AND NO SELECTIVE OR ADDITIONAL INFORMATION WOULD

BE MADE AVAILABLE TO ANY SECTION OF INVITED ELIGIBLE INVESTORS IN ANY

MANNER WHATSOEVER. THE ISSUER ACCEPTS NO RESPONSIBILITY FOR

STATEMENTS MADE OTHERWISE THAN IN THIS INFORMATION MEMORANDUM OR

ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THE ISSUER AND

ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD

BE DOING SO AT HIS/ HER/ THEIR OWN RISK.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION

MEMORANDUM TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THIS

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 ISSUE

OF BONDS MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE

A REPRESENTATION OR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO

CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF.

11




2.4 DISCLAIMER OF THE BOND TRUSTEE

THE BOND TRUSTEE IS NOT THE BORROWER OR PRINCIPAL DEBTOR OR

GUARANTORS OF THE MONIES PAID/INVESTED BY THE INVITED ELIGIBLE

INVESTORS FOR THE BONDS.

2.5 DISCLAIMER OF THE STOCK EXCHANGE

AS REQUIRED, A COPY OF THIS DISCLOSURE DOCUMENT HAS BEEN SUBMITTED TO

THE BSE FOR HOSTING THE SAME ON ITS WEBSITE. IT IS TO BE DISTINCTLY

UNDERSTOOD THAT SUCH SUBMISSION OF THE DOCUMENT WITH BSE OR HOSTING

THE SAME ON ITS WEBSITE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED

THAT THE DOCUMENT HAS BEEN CLEARED OR APPROVED BY BSE; NOR DOES IT IN

ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR

COMPLETENESS OF ANY OF THE CONTENTS OF THIS DOCUMENT; NOR DOES IT

WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR CONTINUE TO BE

LISTED ON THE BSE; NOR DOES IT TAKE RESPONSIBILITY FOR THE FINANCIAL OR

OTHER SOUNDNESS OF THE ISSUER, ITS PROMOTERS, ITS MANAGEMENT OR ANY

SCHEME OR PROJECT OF THE ISSUER. EVERY PERSON WHO DESIRES TO APPLY FOR

OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DO SO PURSUANT

TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT

HAVE ANY CLAIM AGAINST THE BSE WHATSOEVER BY REASON OF ANY LOSS

WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION

WITH SUCH SUBSCRIPTION/ ACQUISITION WHETHER BY REASON OF ANYTHING

STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON

WHATSOEVER.

2.6 DISCLAIMER OF CREDIT RATING AGENCY

THE RATING AGENCY HAS ASSIGNED THE RATING BASED ON THE INFORMATION

OBTAINED FROM THE ISSUER AND OTHER RELIABLE SOURCES, WHICH ARE

DEEMED TO BE ACCURATE. THE RATING AGENCY HAS TAKEN CONSIDERABLE

STEPS TO AVOID ANY DATA DISTORTION; HOWEVER, IT DOES NOT EXAMINE THE

PRECISION OR COMPLETENESS OF THE INFORMATION OBTAINED AND HENCE, THE

INFORMATION IN THIS REPORT IS PRESENTED "AS IS" WITHOUT ANY EXPRESS OR

IMPLIED WARRANTY OF ANY KIND. THE RATING AGENCY DOES NOT MAKE ANY

REPRESENTATION IN RESPECT TO THE TRUTH OR ACCURACY OF ANY SUCH

INFORMATION. THE RATING ASSIGNED BY THE RATING AGENCY SHOULD BE

TREATED AS AN OPINION RATHER THAN A RECOMMENDATION TO BUY, SELL OR

HOLD THE RATED INSTRUMENT AND THE RATING AGENCY SHALL NOT BE LIABLE

FOR ANY LOSSES INCURRED BY USERS FROM ANY USE OF THIS REPORT OR ITS

CONTENTS. THE RATING AGENCY HAS THE RIGHT TO CHANGE, SUSPEND OR

WITHDRAW THE RATINGS AT ANY TIME FOR ANY REASONS.

2.7 DISCLAIMER OF RBI

THE BONDS HAVE NOT BEEN RECOMMENDED OR APPROVED BY RBI NOR DOES RBI

12




GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. IT IS TO BE

DISTINCTLY UNDERSTOOD THAT THIS DOCUMENT SHOULD NOT, IN ANY WAY, BE

DEEMED OR CONSTRUED THAT THE SECURITIES HAVE BEEN RECOMMENDED FOR

INVESTMENT BY THE RBI. RBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR

THE FINANCIAL SOUNDNESS OF THE ISSUER, OR THE SECURITIES BEING ISSUED BY

THE ISSUER OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS

EXPRESSED IN THIS DOCUMENT. INVITED ELIGIBLE INVESTORS MAY MAKE

INVESTMENT DECISION IN THE SECURITIES OFFERED IN TERMS OF THIS

INFORMATION MEMORANDUM SOLELY ON THE BASIS OF THEIR OWN ANALYSIS

AND RBI DOES NOT ACCEPT ANY RESPONSIBILITY ABOUT SERVICING /

REPAYMENT OF SUCH INVESTMENT.

2.8 DISCLAIMER OF SEBI

THIS INFORMATION MEMORANDUM HAS NOT BEEN FILED WITH OR SUBMITTED

TO SEBI. THE BONDS HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR

DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. IT IS

TO BE DISTINCTLY UNDERSTOOD THAT THIS INFORMATION MEMORANDUM

SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO HAVE BEEN APPROVED

OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE

FINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE BONDS ISSUE IS

PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE

OR OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM. THE ISSUE OF

BONDS BEING MADE ON A PRIVATE PLACEMENT BASIS, FILING OF THIS

DOCUMENT IS NOT REQUIRED WITH SEBI.

2.9 CAUTIONARY NOTE

EACH INVITED ELIGIBLE INVESTOR ACKNOWLEDGES THAT IT: (I) IS

KNOWLEDGEABLE AND EXPERIENCED IN FINANCIAL AND BUSINESS MATTERS,

HAS EXPERTISE IN ASSESSING CREDIT, MARKET AND ALL OTHER RELEVANT RISKS

AND IS CAPABLE OF EVALUATING, AND HAS EVALUATED, INDEPENDENTLY THE

MERITS, RISKS AND SUITABILITY OF SUBSCRIBING TO/ PURCHASING THE BONDS;

(II) UNDERSTANDS THAT THE ISSUER HAS NOT PROVIDED, AND WILL NOT

PROVIDE, ANY MATERIAL OR OTHER INFORMATION REGARDING THE BONDS ,

EXCEPT AS INCLUDED IN THIS INFORMATION MEMORANDUM; (III) HAS MADE ITS

OWN INVESTMENT DECISION REGARDING THE BONDS BASED ON ITS OWN

KNOWLEDGE (AND INFORMATION IT HAS OR WHICH IS PUBLICLY AVAILABLE)

WITH RESPECT TO THE BONDS OR THE ISSUER; (IV) HAS HAD ACCESS TO SUCH

INFORMATION AS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH

SUBSCRIPTION TO/ PURCHASE OF THE BONDS; AND (V) UNDERSTANDS THAT, BY

PURCHASE OR HOLDING OF THE BONDS, IT IS ASSUMING AND IS CAPABLE OF

BEARING THE RISK OF LOSS THAT MAY OCCUR WITH RESPECT TO THE BONDS,

INCLUDING THE POSSIBILITY THAT IT MAY LOSE ALL OR A SUBSTANTIAL PORTION

OF ITS INVESTMENT IN THE BONDS.

NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION

SUPPLIED IN CONNECTION WITH THE ISSUE OF BONDS IS INTENDED TO PROVIDE

THE BASIS OF ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS

13




INFORMATION MEMORANDUM SHOULD NOT CONSIDER SUCH RECEIPT AS A

RECOMMENDATION TO PURCHASE ANY BONDS. EACH ELIGIBLE INVESTOR

CONTEMPLATING PURCHASING ANY BONDS 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. INVITED ELIGIBLE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL,

LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND

INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE BONDS

AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYZE SUCH

INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVITED

ELIGIBLE INVESTOR'S PARTICULAR CIRCUMSTANCES. THIS INFORMATION

MEMORANDUM IS MADE AVAILABLE TO THE INVITED ELIGIBLE INVESTORS ON

THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL. RECIPIENTS SHALL NOT

BE ENTITLED TO USE ANY OF THE INFORMATION OTHERWISE THAN FOR THE

PURPOSE OF DECIDING WHETHER OR NOT TO INVEST IN THE BONDS.

NO PERSON, INCLUDING ANY EMPLOYEE OF THE ISSUER, HAS BEEN AUTHORISED

TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED

IN THIS INFORMATION MEMORANDUM. ANY INFORMATION OR REPRESENTATION

NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEING

AUTHORISED BY OR ON BEHALF OF THE ISSUER. NEITHER THE DELIVERY OF THIS

INFORMATION MEMORANDUM AT ANY TIME NOR ANY STATEMENT MADE IN

CONNECTION WITH THE OFFERING OF THE BONDS SHALL UNDER THE

CIRCUMSTANCES IMPLY THAT ANY INFORMATION/ REPRESENTATION

CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE OF THIS

INFORMATION MEMORANDUM. THE DISTRIBUTION OF THIS INFORMATION

MEMORANDUM OR THE APPLICATION FORMS AND THE OFFER, SALE, PLEDGE OR

DISPOSAL OF THE BONDS MAY BE RESTRICTED BY LAW IN CERTAIN

JURISDICTIONS. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN

OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO THE BONDS IN ANY

JURISDICTION WHERE SUCH OFFER OR INVITATION IS UNAUTHORISED OR TO ANY

PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR INVITATION IN

SUCH JURISDICTION. PERSONS INTO WHOSE POSSESSION THIS INFORMATION

MEMORANDUM COMES ARE REQUIRED BY THE ISSUER TO INFORM THEMSELVES

ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

THE SALE OR TRANSFER OF THESE BONDS OUTSIDE INDIA OTHER THAN A SALE TO

FII AND FPI, AS THE CASE MAY BE IN ACCORDANCE WITH RELEVANT

NOTIFICATIONS OF THE RBI AND SEBI, MAY REQUIRE REGULATORY APPROVALS

IN INDIA, INCLUDING WITHOUT LIMITATION, THE APPROVAL OF THE RBI. IT IS THE

RESPONSIBILITY OF THE BOND HOLDERS TO ALSO ENSURE THAT THEY WILL SELL

THESE BOND STRICTLY IN ACCORDANCE WITH THIS INFORMATION

MEMORANDUM, THE OTHER BOND DOCUMENTS AND APPLICABLE LAWS SO THAT

THE SALE DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING

OF THE ACT.

14




3. BRIEF DETAILS ABOUT THE TRANSACTION

3.1 Summary of the Business of the Issuer

SP Imperial Star Private Limited was incorporated on 19th March 2016 as per the certificate of

incorporation issued by Registrar of Companies, Mumbai, Maharashtra. The Company was

incorporated with the main objective of providing consulting, business support and port related

services to entities engaged in port operations.

SP Port Maintenance Private Limited (SPPM) incorporated on 18th March 2016, is a wholly owned

subsidiary of the Company engaged in the business of providing consulting, business support and

port related services such as dredging, bathymetry study, geo technical and other kind of site

investigations, port planning, equipment lease, manning services etc. to entities engaged in port

operations. SPPM provides wide range of services including Strategic Planning, Monitoring of

Project Development, Financial Planning, etc. to its subsidiaries engaged in Ports operations.

SPPM holds stake in 2 ports namely Dharamtar Port and Gopalpur Port. PNP holds license to own

and operate a barging port on Dharamtar creek near Alibaug in the State of Maharashtra. It primarily

handles bulk and dry bulk cargo. It is a well connected with road and railway. GPL has a concession

from Government of Odisha to build, own and operate the Gopalpur Port on a BOOST model. The

Gopalpur Port is an ‘All Weather-Deep Draft’ port in Odisha located on east coast of India

strategically located between two of the busiest major ports in India (Paradip & Vizag).

3.2 Summary of the Transaction

The Company proposes to issue 11,170 senior, secured, redeemable, rated, listed, non-convertible

bonds of the face value of INR 1,000,000 each, aggregating to INR 11,170,000,000 on private

placement basis in dematerialised form and to be listed on the Wholesale Debt Market Segment of

the BSE pursuant to the Bond Trust Deed and this Information Memorandum.

3.3 Security

The following security shall be created for securing all of the obligations of the Company

under the Bonds and the Bond Documents, including the payment of the Debt:

(a) a first ranking exclusive fixed and floating charge over the Company Hypothecated

Assets by the Company;

(b) a first ranking exclusive fixed and floating charge over the SPPM Hypothecated

Assets by SPPM;

(c) a first ranking exclusive pledge of the Company Shares held by ESPDPL and a

first ranking exclusive charge over the ESPDPL Receivables;

(d) a first ranking exclusive pledge of the Company Shares and the Company OCDs

held by SPC and a first ranking exclusive charge over the SPC Receivables; and

(e) a first ranking exclusive pledge over the SPPM Shares and the SPPM OCDs held

by the Company.

The Debt shall be guaranteed by SPPM.

15




Any debt owed by the Issuer to SPC and ESPDPL shall be subordinated to the debt owed

by the Company in relation to the Bonds.

3.4 A Put Option and Indemnity Agreement will be entered wherein the Credit Support

Provider will provide (A) a Put Option over the Option Shares, to be exercised by the Bond

Trustee (acting on behalf of the Bond Holders) on occurrence of certain Put Option

Event(s) and (B) certain indemnities.

All of the Credit Support Obligations of the Credit Support Provider under the Credit

Support Provider Documents shall be secured, in the manner and as per the timelines set

out in this Deed, by a first ranking exclusive fixed charge over the Credit Support Provider

Charged Assets to be created by the Credit Support Provider, in favour of the Bond Trustee

for the benefit of the Secured Parties, in terms of the Credit Support Provider Security

Documents.

3.5 Issue/ instrument specific regulations – relevant details (Companies Act, RBI

guidelines etc.)

The Bonds offered are subject to provisions of the Companies Act, SEBI ILDS Regulations, SEBI

LODR Regulations, Securities Contracts (Regulation) Act, 1956, as amended, the Depositories Act,

1996, as amended, and rules and regulations made under these enactments.

4. RISK FACTORS

An investment in the Bonds involves risks. These risks may include, among others, equity market,

bond market, interest rate, market volatility and economic, political and regulatory risks and any

combination of these and other risks. Some of these are briefly discussed below.

The prospective Bond Holders should be experienced with respect to transactions in instruments

such as the Bonds. The prospective Bond Holders should understand the risks associated with an

investment in the Bonds and should only reach an investment decision after careful consideration

of: (a) the suitability of an investment in the Bonds in the light of their own particular financial, tax

and other circumstances; and (b) the information set out in this Information Memorandum.

The Bonds may decline in value and prospective Bond Holders should note that, whatever be their

investment in the Bonds, the cash amount due at redemption will be an amount such as to provide

to the Bond Holders on each Bonds, an amount equal to the applicable Redemption Amount. More

than one risk factor may simultaneously affect the Bonds such that the effect of a particular risk

factor may not be predictable. In addition, more than one risk factor may have a compounding

effect which may not be predictable. No assurance can be given as to the effect that any combination

of risk factors may have on the value of the Bonds.

Each of the risks highlighted below could have a material adverse effect on the business, operations,

financial condition or prospects of the Issuer which, in turn, could affect its ability to fulfill its

obligations under the Bond Documents. In addition, each of the risks highlighted below could

adversely affect the rights of the participants under the Bond Documents and, as a result,

prospective participants could lose some or all of their contribution towards the Bonds.

16




The ordering of the risk factors is intended to facilitate ease of reading and reference and does not

in any manner indicate the importance of one risk factor over another.

Recipients should note that the risks described below are not the only risks the Issuer faces. The

Issuer has only described those risks in connection with the Issue and its ability to fulfill its

obligations thereunder which it considers to be material. There may be additional risks that the

Issuer currently considers not to be material or of which it is not currently aware, and any of these

risks could have the effects set forth above now or in the future. Unless specified or quantified in

the risks below, the Issuer is not in a position to quantify the financial or other implications of any

of the risks described in this section.

4.1 Taxation

Invited Eligible Investors should be aware that they may be required to pay stamp duties or other

documentary charges/ taxes in accordance with the laws and practices of India in relation to any

secondary purchase or sale of any Bonds that are issued to them. Payment and/ or delivery of any

amount due in respect of the Bonds will be conditional upon the payment of all applicable taxes,

duties and/or expenses.

Invited Eligible Investors should consult their own independent tax advisers. In addition, Invited

Eligible Investors should be aware that tax regulations and their application by the relevant taxation

authorities change from time to time. Accordingly, it is not possible to predict the precise tax

treatment which will apply at any given time.

4.2 The Bonds may be illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Bonds or

at what price the Bonds will trade in the secondary market or whether such market will be liquid

or illiquid. If the Bonds are listed or quoted or admitted to trading on any stock exchange(s) or

quotation system(s), no assurance is given that any such listing or quotation or admission to trading

will be maintained. The fact that the Bonds may be so listed or quoted or admitted to trading does

not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to

trading.

The Issuer may, but is not obliged to, at any time purchase the Bonds at any price in the open

market or by tender or private agreement, subject to any minimum maturity period, minimum

residual maturity period or lock-in period that may apply under Applicable Law to any category of

Eligible Investor. Any Bonds so purchased may be resold or surrendered for cancellation. The more

limited the secondary market is, the more difficult it may be for Bond Holders to realise for the

Bonds prior to redemption of the Bonds.

4.3 Credit rating downgrade

The Issuer cannot guarantee that any rating, if obtained, will not be downgraded. Such a downgrade

in the credit rating may lower the value of the Bonds and may also affect the Issuer’s ability to raise

further debt.

4.4 Future legal and regulatory obstructions

17




Future government policies and changes in laws and regulations in India and comments, statements

or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely

affect the Bonds. The timing and content of any new law or regulation is not within the Issuer’s

control and such new law, regulation, comment, statement or policy change could have an adverse

effect on the market for and the price of the Bonds.

Further, the exercise by the Bond Trustee of the powers and remedies conferred on it under the

Bond Trust Deed and the other Bond Documents, or otherwise vested in them by law, will be

subject to Applicable Laws, general equitable principles regarding the enforcement of security and

the general supervisory powers and discretion of the Indian courts in the context thereof.

4.5 Political instability or changes in the government could delay further liberalization of the

Indian economy and adversely affect economic conditions in India generally

Since 1991, successive Indian governments have pursued policies of economic liberalization. The

role of the Central and State Governments in the Indian economy as producers, consumers and

regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal

of steps already taken, it could have an adverse effect on the debt market which is as such exposed

to the risks of the Indian regulatory and policy regime.

4.6 The Bonds may not be a suitable investment for all Eligible Investors

Eligible Investors should ensure that they understand the nature of the Bonds and the extent of their

exposure to risk, that they have sufficient knowledge, experience and access to professional advisers

such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and

financial evaluation of the merits and risks of investment in the Bonds and that they consider the

suitability of the Bonds as an investment in the light of their own circumstances and financial

condition.

4.7 Delays in court proceedings in India

In the event any dispute arises between the Issuer and a Bond Holder or any other party, the Issuer

or such other party may need to take recourse to judicial proceedings before courts in India. It is not

unusual for court proceedings in India to continue for extended periods. Disposition of cases may be

further subject to various delays including multiple levels of appellate adjudication.

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5. ISSUER INFORMATION

Name: SP Imperial Star Private Limited

Registered Office Address: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg,

Colaba, Mumbai 400005

Corporate/ Correspondence Shapoorji Pallonji Centre 41/44 Minoo Desai Marg,


Office Address: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg,


Compliance Officer: Mrs. Rutika Pawar

CFO: NA

Trustee of the Issue: IDBI Trusteeship Services Limited

Asian Building, Ground Floor,

17, R. Kamani Marg,


Tel: (91) (22) 40807022

Registrar of the Issue: Link Intime India Private Limited

247 Park , C 101 1st Floor , LBS Marg ,

Vikhroli ( W ) , Mumbai – 400 083

Tel: +91 22 49186000

Credit Rating Agency of the Issue CARE Ratings Limited

A Wing - 1102 / 1103, Kanakia Wall Street,

Andheri Kurla Road,

Chakala, Andheri (E), Mumbai - 400 093

Tel.: +91-22-6837 4341

Auditor: Bharat Shroff & Company

3/42, Tardeo Air Condition Market,

Room No. 42, Third Floor,

Tardeo Main Road,

Mumbai 400 034

Phone No.: +91 (22) 2351 3256

Fax No.: +91 (22) 23511683

Contact Person: Mr. Tanmay B. Rathod

Email: [email protected]

tel:-

19




6. REGULATORY DISCLOSURE UNDER SEBI ILDS REGULATIONS

This Information Memorandum is prepared in accordance with the provisions of SEBI

ILDS Regulations and in this section, the Issuer has set out the details required as per

Schedule I of the SEBI ILDS Regulations.

6.1 Documents submitted to the Exchange(s)

The Bonds will be listed on the Whole Sale Debt Market Segment of the BSE and the

following documents will be submitted to the BSE along with the Listing Application prior

to the listing:

(a) Memorandum and Articles of the Issuer and necessary resolution(s) for the

allotment of the Bonds;

(b) Copy of the audited annual reports of the Company for last 3 years i.e. 2016-17,

2017-18 and 2018-19;

(c) Statement containing particulars of, dates of, and parties to all material contracts

and agreements;

(d) Copy of the extract of the resolution passed by the shareholders of the Issuer at

their meeting held on 16th March 2020, authorizing the issue / offer of bonds by

the Issuer under Rule 14(1) of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 read with Section 42 of the Companies Act, 2013, annexed

hereto and marked as Annexure 4;

(e) Copy of the extract of the Board resolution dated 16th March 2020 for inter alia

authorizing the borrowing, list of authorized signatories and execution of the Bond

Trust Deed and the Bond Documents, annexed hereto and marked as Annexure 5;

(f) An undertaking from the Issuer stating that the necessary documents for the

creation of the charge, including the Bond Trust Deed would be executed within

the time frame prescribed in the relevant regulations / acts / rules, etc. and the same

would be uploaded on the website of the Exchange(s), where the debt securities

have been listed, within 5 (five) working days of execution of the same; and

(g) Any other particulars or documents that the Exchange may call for as it deems fit.

6.2 Documents submitted to the Bond Trustee

Issuer will submit the following disclosures to the Bond Trustee in electronic form (soft

copy) prior to the Deemed Date of Allotment:

(a) Memorandum and Articles of the Issuer and necessary resolution(s) for the

allotment of the Bonds;

(b) Copy of the audited annual reports of the Company for last 3 years i.e. 2016-17,

2017-18 and 2018-19;

(c) Statement containing particulars of, dates of, and parties to all material contracts

and agreements;

(d) Latest Audited / Limited Review Half Yearly Consolidated (wherever available)

and Standalone Financial Information (Profit & Loss statement, Balance Sheet and

Cash Flow statement) and auditor qualifications, if any; and

(e) An undertaking from the Issuer to the effect that the Issuer would, till the

redemption of the Bonds, submit the details mentioned in point (d) above to the

Bond Trustee within the timelines as mentioned in Simplified Listing Agreement

issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11,

20




2009 as amended from time to time, for furnishing / publishing its half yearly/

annual result. Further, the Issuer shall within 180 days from the end of the financial

year, submit a copy of the latest annual report to the Bond Trustee and the Bond

Trustee shall be obliged to share the details submitted under this clause with all

‘Qualified Institutional Buyers’ (QIBs) and other existing bond-holders within 2

(two) working days of their specific request.

6.3 Overview

The Issuer was incorporated in Maharashtra under the Registrar of Companies, Mumbai, on 19th

March 2016 under the Act as a private limited company under the name ‘SP Imperial Star Private

Limited’, bearing registration number 274669. The company identification number of the Issuer is

U74999MH2016PTC274669. The Issuer was issued a certificate of incorporation dated 19th March

2016 by the ROC.

6.4 Corporate Structure

The Issuer is a private limited company that comprises of Mr. Jai Mavani, Mr. Amit Saboo and Mr.

Zubin Merchant, on its Board of Directors. The authorized share capital of the Issuer is INR

1,000,000 divided into 1,00,000 equity shares of INR 10 each.

6.5 Key Operational and Financial parameters for the last 3 audited years on standalone basis

(Rupees in Thousands)

Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019

(INR) (INR) (INR)

For Non-Financial Entities

Networth (23,809) (9,00,520) (1,893,653)

Total Debt 6,996,049 7,647,376 7,648,702

- Non Current Maturities of

Long Term Borrowing 6,996,049 7,647,376 7,648,702

- Short Term Borrowing Nil -Nil -Nil

- Current Maturities of Long

Term Borrowing Nil Nil Nil

Net Fixed Assets Nil Nil Nil

Non-Current Assets 6,993,160 7,643,498 7,643,789

Cash and Cash Equivalents 199 69 48

Current Investments 3,510 2,330 2,265

Current Assets 3,734 4,032 3,943

Current Liabilities 1,093 1,679 1,665

Net sales 600 300 400

EBITDA (667) 252 393

EBIT (667) 252 393

Interest 23,640 8,76,927 9,93,556

PAT (24,309) (8,76,711) (9,93,133)

Dividend amounts Nil Nil Nil

21




Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019

(INR) (INR) (INR)


Current ratio 3.42 2.40 2.37

Interest coverage ratio -0.0282 0.0003 0.0004

Gross debt/equity ratio -293.84 -8.49 -4.04

Debt Service Coverage Ratio -0.0001 0.00003 0.00005

Key Operational and Financial parameters for the last 3 audited years on a consolidated basis

(Rupees in Thousands)

Particulars FY 2016-17 # FY 2017-18 FY 2018-19

(INR) (INR) (INR)


Networth 6,122,121 2,406,368

Total Debt 10,741,882 15,087,842

Non Current Maturities of

Long Term Borrowing 10,094,442 14,489,638

- Short Term Borrowing 2,60,139 2,77,395

Current Maturities of Long

Term Borrowing 3,87,301 3,20,809

Long Term Provisions 2,59,13 31,885

Net Fixed Assets 8,772,432 13,171,041

Non Current Assets 18,927,955 23,329,913

Cash and Cash Equivalents 74,369 33,508

Current Investments 1,57,460 1,49,013

Current Assets 8,83,237 1,511,400

Current Liabilities 26,48,465 33,43,397

Net Sales (Revenue from

Operations) 20,67,842 23,13,610

Other Income 69,307 53,462

Total Income 21,37,149 23,67,072

EBITDA 69,969 2,76,403

EBIT (4,67,367) (2,41,694)

Interest 1,085,746 1,166,509

PAT (12,69,937) (1,461,490)

Dividend amounts Nil Nil

Current ratio 0.33 0.45

Interest coverage ratio -0.43 -0.21

Gross debt/equity ratio 1.75 6.26

Debt Service Coverage

Ratio 0.05 0.02

# Consolidation of accounts was not applicable for FY 2016-17.

22




Gross Debt: Equity Ratio of the Issuer*:

Before the issue of debt securities -4.04

After the issue of debt securities -6.24

* On standalone basis

6.6 Project cost and means of financing, in case of funding of new projects. Not Applicable

6.7 A brief history of the Issuer since its incorporation:

(i) Details of Share capital as on last quarter end:-

Share Capital INR

Authorized Share Capital

100,000 Equity Shares of INR 10 each

1,000,000

Issued, Subscribed and Paid-up Share Capital

50,000 Equity Shares of INR 10 each

500,000

(ii) Changes in its capital structure as on last quarter end, for the last five years:

Date of Change (AGM/EGM) INR Particulars

EGM held on 13/12/2016 500,000 Authorised Capital increased from

INR 100,000 divided into 10,000

equity shares to INR 500,000 divided

into 50,000 equity shares.

EGM held on 27/03/2018 1000,000 Authorised Capital increased from

INR 500,000 divided into 50,000

equity shares to INR 1000,000 divided

into 100,000 equity shares.

(iii) Equity share capital history of the Issuer as on last quarter end, for the last five years:-

Date of

Allotment

No of

Equity

Shares

Face

Value

(INR)

Issue

Price

(INR)

Consideratio

n (Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative Rem

arks No of

equity

shares

Equity

Share

Capital

(INR)

Equity

Share

Premium

(in INR)

19/03/201

6

10,000 10 10 Cash Subscribers

to the

Memorandu

m

10,000 100,000 - -

06/01/201

7

10,000 10 10 Cash Rights Issue 20,000 200,000 - -

25/03/201

7

30,000 10 10 Cash Private

Placement

50,000 500,000 - -

23




(iv) Details of any acquisition or amalgamation in the last 1 year: NIL

(v) Details of any reorganization or reconstruction in the last 1 year: NIL

6.8 Details of the shareholding of the Issuer as on the latest quarter end:-

(i) Shareholding pattern of the Issuer as on the last quarter end:-

Sr No Particulars Total No of

Equity

Shares

No of shares

in demat

form

Total Shareholding

as % of total no of

equity shares

1. ESP Diabolical Private

Limited

30,000 - 60

2. Shapoorji Pallonji and

Company Private

Limited

19,999 19,999 40

3. Shapoorji Pallonji and

Company Private

Limited jointly with

Jai Mavani and Zubin

Merchant

1 - -

Total 50,000 19,999 100.00

Notes: - Shares pledged or encumbered by the promoters (if any) - The entire

shareholding is pledged with IDBI Trusteeship Services Limited inter alia as

security for securing the Company Existing Debentures .

(ii) List of top 10 holders of equity shares of the Issuer as on the last quarter end:-

Sr No Particulars Total No of

Equity Shares

No of shares in

demat form

Total Shareholding

as % of total no of

equity shares

1. ESP Diabolical

Private Limited

30,000 - 60

2. Shapoorji Pallonji

and Company

Private Limited

19,999 19,999 40

3. Shapoorji Pallonji

and Company

Private Limited

jointly with Jai

Mavani and Zubin

Merchant

1 - -

Total 50,000 19,999 100.00

6.9 Following details regarding the directors of the Issuer:

(i) Details of the current directors of the Issuer

24




Name,

Designation

and DIN

Age Address Occupation Director

of the

Issuer

since

Details of other Directorship

Mr. Jai

Laxmikant

Mavani,

Director

DIN:

05260191

49 1702, Building

No. 5, Raheja

Classique, New

Link Road,

Andheri West,

Mumbai

400053

Service 29/06/2016 1. SP Imperial Star Private Limited

2. Shapoorji Pallonji And Company

Private Limited

3. SP Port Maintenance Private

Limited

4. Gopalpur Ports Limited

5. PNP Maritime Services Private

Limited

6. Superbon Hospitality Ventures

Private Limited

7. Shapoorji Pallonji Renewables

Private Limited

8. Goswami Infratech Private

Limited

9. Shapoorji Pallonji Oil and Gas

Private Limited

10. Simar Port Private Limited

11. Eureka Forbes Ltd

12. Shapoorji Pallonji Infrastructure

13. Capital Company Private Limited

14. Shapoorji Pallonji Finance Private

Limited

15. Forbes Technosys Limited

16. Forbes & Company Limited

17. HPCL Shapoorji Energy Private

Limited

Mr. Amit

Sushilkumar

Saboo,

Director

DIN:

05311484

46 13/A, Maker

Tower A and B

Cuffe Parade,

Colaba,

Mumbai

400005

Service 29/06/2016 1. SP Imperial Star Private Limited

2. SP Port Maintenance Private

Limited

3. Gopalpur Ports Limited

4. PNP Maritime Services Private

Limited

5. ESP Diabolical Private Limited.

Mr. Zubin

Meherwan

Merchant,

Director

DIN:

07015767

44 C-30 Basant

Bahar, Juhu

Tara Road,

Santacruz West,

Mumbai

400049

Service 25/03/2017 1. Shapoorji Pallonji Rural

Solutions Private Limited

2. Pebbleworks Real Estates Private

Limited

3. Minaean Habitat India Private

Limited

4. Goswami Infratech Private

Limited

5. S. D. New samata nagar

development private limited

6. Anand Agencies Private Limited

25




None of the directors are appearing in the RBI defaulter list and/or ECGC default list

(ii) 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. Zubin Meherwan

Merchant, Director

DIN: 07015767

Appointment

25/03/2017

- -

6.10 Following details regarding the auditors of the Issuer:

(i) Details of the auditor of the Issuer:-

Name Address Auditor since

Bharat Shroff &

Company

3/42, Tardeo Air Condition Market,

Room No. 42, Third Floor,

Tardeo Main Road,

Mumbai 400 034

19th December 2017

(Appointed for 5 years

from FY 2017-18 to

FY 2021-22)

(ii) Details of change in auditor since last three years:- Not Applicable

Name Address Date of

Appointment /

Resignation

Auditor of the

Issuer since (in case

of resignation)

Remar

ks

- - - - -

- - - - -

6.11 Details of borrowings of the Issuer, as on latest quarter end

(i) Details of Secured Loan Facilities :- The details disclosed in Point (iii) below.

Lender’s

Name

Type of

Facility

Amt

Sanctioned

Principal

Amt

Outstanding

Repayment

Date /

Schedule

Security

- - - - - -

7. Filippa Farms Private Limited

8. Shapoorji Pallonji Defence And

Marine Engineering Private

Limited

9. S D Corporation Private Limited

10. Shapoorji Pallonji Technical

Services Private Limited

11. SP Imperial Star Private Limited

12. ESP Diabolical Private Limited.

26




(ii) Details of Unsecured Loan Facilities :-

Lender’s Name Type of Facility Amount

Sanctioned

Principal Amt

Outstanding

Repayment Date /

Schedule

Shapoorji

Pallonji and

Company Private

Limited

Optionally

Convertible

Debentures

650,000,000 650,000,000 The OCDs will be

paid in whole or part

at the option of the

Company at any

time upto 20 years

since the allotment.

(iii) Details of NCDs:-

Debentur

e Series

Tenor/

Period of

Maturity

Interest Amount

(INR)

Date of

Allotment

Redempti

on Date/

Schedule

Credit

Rating

Secured

/ Unse

cured

Security

Series A Repayable

at the

expiry of

of 5 years

with

12.75%

p.a.

6,500,00

0,000

23/03/201

7

Repayable

at the

expiry of 5

years with

put option

after 3

years

CARE A-

(31

December

2019)

Secured The Charge

on the Equity

Shares of the

Company and

Wholly

Owned

Subsidiary -

SP Port

Maintenance

Private

Limited

Series B Repayable

at the

expiry of

of 5 years

with

10.00%

p.a.

500,000,

000

23/03/201

7

Repayable

at the

expiry of 5

years with

put option

after 3

years

CARE

A+(SO)

[31

December

2019]

Secured The Charge

on the Equity

Shares of the

Company and

Wholly

Owned

Subsidiary -

SP Port

Maintenance

Private

Limited

(iv) List of Top 10 Debenture Holders (as on 31st March 2019):

Sr. No. Name of Debenture Holders Amount (INR in Crores)

1. Aditya Birla Sun Life Trustee Private Limited A/C

Aditya Birla Sun Life Medium Term Plan

325.00


Aditya Birla Sun Life Credit Risk Fund

185.00

27




3. Aditya Birla Finance Limited 100.00


Aditya Birla Sun Life Medium Term Plan

50.00


Aditya Birla Sun Life Regular Savings Fund

40.00

Total 700.00

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures

issues) details should be provided.

(v) The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of

whom it has been issued : NIL

(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as

on latest quarter end to be provided and its breakup in following table:- NIL

(vii) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on 31st March 2019:-

Party

Name (in

case of

Facility) /

Instrument

Name

Type of

Facility /

Instrumen

t

Amt

Sanctioned

/ Issued

Principal

Amt

Outstandin

g

Repayment

Date/

Schedule

Credit

Rating

Secured /

Unsecured

Security

Shapoorji

Pallonji and

Company

Private

Limited.

Optionally

Convertibl

e

Debentures

650,000,00

0

650,000,000 The OCDs

will be paid

in whole or

part at the

option of the

Company at

any time

upto 20

years since

the

allotment.

NA Unsecured NA

(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate guarantee

issued by the Issuer, in the past 5 years - NIL

(ix) 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 - NIL

6.12 Details of Promoters of the Issuer

(i) Details of Promoter Holding in the Issuer as on the latest quarter end:- 31st

28




December 2019

Sr 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

No of

Shares

Pledged

% of Shares

pledged with

respect to

shares owned

1. ESP Diabolical

Private Limited

30,000 - 60.00% 30,000 100.00%

2. Shapoorji

Pallonji and

Company Private

Limited

20,000 19,999 40.00% 20,000 100.00%

6.13 Annual Report and Audited Financial Statements

Audited annual report and abridged version of Audited Consolidated (wherever available) and

Standalone Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow

statement) for at least last three years and auditor qualifications, if any. - Attached as Annexure 1

6.14 Latest Financial Statements

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. – Refer Annexure 1 as the Company does not have half yearly financial

statements.

6.15 Material Change

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 debt securities – NIL

6.16 Bond Trustee’s Details

The details of the Bond Trustee are as mentioned above and they have given their consent to the

Issuer for their appointment under regulation 4(4) of the SEBI ILDS Regulations and in all the

subsequent periodical communications sent to the holders of debt securities.

6.17 Credit Rating

The credit rating letter issued (not older than one month on the date of opening of the issue) by the

rating agencies is enclosed as Annexure 2.

6.18 Guarantees or Letter of Comfort, etc.

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

29




with timelines), the same shall be disclosed in the offer document

Please refer to Clause 6.23 below.

6.19 Bond Trustee’s consent

Copy of consent letter from the Bond Trustee is obtained and attached as Annexure 3.

6.20 Recognized Stock Exchange

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

clearly indicating the designated stock exchange: On Wholesale Debt Market (WDM) Segment of

the BSE.

6.21 Other details:

(i) DRR creation - relevant regulations and applicability-

The Issuer agrees and undertakes to create and maintain the debenture redemption reserve

in accordance with Section 71(4) of the Act, Rule 18(7) of the Companies (Share Capital and

Debentures) Rules, 2014 and other Applicable Law.

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

The Issuer agrees and undertakes to comply with the provisions of the Act, SEBI ILDS

Regulations, SEBI LODR Regulations and other Applicable Law.

(iii) Application process

As mentioned in Clause 9.1 herein.

* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in

Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND /1/2009/ 11/05 dated May

11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result.

6.22 Business Organization

Main Objects of the Issuer

To do the business of port engineering, design, tendering, construction management and monitoring

services, to operate power plants, railway slidings, transportation services and other logistics

activities. To provide consulting, business support services and/or accounting, legal and secretarial

services to entities engaged in port operations. To carry on sub-contracting of aforesaid services.

6.23 Material contracts

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

involving financial obligations of the Issuer.

30




Copies of these contracts together with the copies of these documents referred to below may be

inspected at the registered office of the Issuer between 10:00 am and 11:00 am on any working day

of the Issuer.

Material Contracts and Documents

(i) MOA and AOA of the Issuer as amended from time to time.

(ii) Copy of certificate of incorporation of the Issuer dated 19th March 2016.

(iii) Certified true copy of the shareholders resolution dated 16th March 2020 and board

resolution dated 16th March 2020, authorizing the issue of private placement of the Bonds.

(iv) Bond Trust Deed.

(v) Bond Trustee Agreement.

(vi) Put Option and Indemnity Agreement.

(vii) Deed of Subordination.

(viii) Deed of Guarantee.

(ix) Each Security Document.

(x) Each Credit Support Provider Document.

(xi) Designated Accounts Agreement.

(xii) Escrow Agreement

(xiii) Rating letter dated March 16, 2020 issued by CARE Ratings Limited.

(xiv) Fee Letter.

6.24 Material Change

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

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

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

material developments or material changes on the date of issuance of this Information

Memorandum which may affect the Issue or the Invited Eligible Investors’ decision to invest in the

Bonds

6.25 Particulars of debt securities issued

Particulars of the debt securities issued: (i) for consideration other than cash, whether in whole or

in part, (ii) at a premium or discount, or (iii) in pursuance of an option

The Issuer till date has not issued any debt security (i) for consideration other than cash (whether

in whole or in part), or (ii) at premium or at discount, or (iii) in pursuance of an option.

6.26 Discounts, if any

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

discount

The Bonds are issued at par.

6.27 Debt to Equity Ratio

31




The debt equity ratio prior to and after issue of the debt security

Prior to Issue After the Issue*

Debt Equity Ratio (4.04) (6.24)

*Assuming total issue size of INR 11,170,000,000

6.28 Servicing behavior on existing debt

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

and debt securities.

The repayment of principal and other amounts on existing loans and debt securities is being done

in a timely manner.

6.29 No Objection from Existing Creditors

That the permission/consent from the prior creditor for a second or pari passu charge being created

in favor of the trustee to the proposed issue has been obtained - Not Applicable.

6.30 Terms Pertaining to the Issue

(i) Details of debt securities issued and sought to be listed including face value, nature of debt

securities mode of issue, i.e. public issue or private placement

The Issuer proposes to issue individual series of Bonds in aggregate of INR 11,170,000,000 to be

issued on a private placement basis.

(ii) Issue Size

INR 11,170,000,000

(iii) Summary term sheet including information pertaining to the Bonds:

Security Name SPI Bonds

Issuer SP Imperial Star Private Limited, a company incorporated under

the Companies Act, 2013 with corporate identification number

U74999MH2016PTC274669 and having its registered office at

Shapoorji Pallonji Centre, 41/44, Minoo Desai Marg, Colaba,

Mumbai – 400005

Type of Instrument Senior, Secured, Redeemable, Rated, Listed Non-Convertible

Bonds

Nature of

Instrument

Secured

Seniority Senior

Mode of Issue Private placement under the electronic book mechanism of the

BSE

Eligible Investors As specified under the paragraph titled “Eligible Investors” in the

Definitions and Abbreviations.

32




Listing (including

name of stock

Exchange(s) where it

will be listed and

timeline for listing)

On the Wholesale Debt Market (WDM) Segment of the BSE

within 15 days of the Deemed Date of Allotment or such other

shorter timelines as may be prescribed under Applicable Laws in

connection with FPIs.

Rating of the

instrument

CARE A- (provisional)

Issue Size INR 11,170,000,000

Option to retain

oversubscription

(Amount)

NA

Objects of the Issue Payment of all outstanding costs, fees and expenses in relation to

the Issue; Redemption in full of the Company Existing

Debentures, investment in equity instruments, convertible

instruments or any other quasi equity instrument issued/ to be

issued by the Port SPVs, other general corporate purposes and

funding the cash coupon for the next 12 months, in compliance

with the provisions of the Applicable Law.

Details of the

utilization of the

Proceeds

The funds raised by the Issue shall be utilised by the Company

for the purpose of:

i. payment of all outstanding costs, fees and expenses in

relation to the Issue;

ii. redemption in full of the Company Existing Debentures;

iii. investment in equity instruments, convertible instruments

or any other quasi equity instrument issued/ to be issued by

the Port SPVs;

iv. general corporate purposes of the Company, and

v. funding the cash coupon for the period of 12 months from

the Pay In Date,

in compliance with the provisions of the Applicable Law.

Coupon Rate 6% per annum

Yield 17.18% per annum including the cash coupon of 6% per annum to

be paid on semi-annual basis.

Step Up/Step Down

Coupon Rate

NA

Coupon Payment

Frequency

Cash coupon payable on semi-annual basis provided however the

aggregate amount of cash coupon forming part of the Yield shall

be excluded from the Redemption Premium.

Redemption premium payable at redemption of the Bonds as per

the Bond Trust Deed.

Coupon payment

dates

Cash coupon payable on the following dates:

Cash Flow

23-Sep-20

23-Mar-21

33




23-Sep-21

23-Mar-22

23-Sep-22

23-Mar-23

Redemption premium payable at redemption of the Bonds as per

the Bond Trust Deed. For the avoidance of doubt, if any part of the

Nominal Value of a Bond is paid prior to the Make Whole Date,

for the purposes of computing the Redemption Premium, such part

of the Nominal Value of that Bond will be deemed to have been

repaid on the Make Whole Date.

Coupon Type Fixed

Coupon Reset

Process (including

rates, spread,

effective date,

interest rate cap and

floor etc).

NA

Day Count Basis Actual/ Actual

Interest on

Application Money

NA

Default Interest Rate 2% per annum over and above the Yield as per the Bond Trust

Deed.

Tenor Date falling 3 years from the Deemed Date of Allotment.

Redemption Date Early Redemption Date or Final Redemption Date, as the case may

be.

Redemption Amount In respect of each Bond:

(a) on an Early Redemption Date other than a Voluntary

Redemption Date, the Mandatory Redemption Amount;

(b) on a Voluntary Redemption Date, the Voluntary

Redemption Amount; and

(c) on the Final Redemption Date, the Final Redemption

Amount.

Redemption Premium

(Yield)/ Discount

Redemption premium calculated at the rate of Yield will be

payable on redemption of each Bond. However, the cash coupon

forming part of the Yield shall be paid on semi-annual basis.

Early Redemption Any redemption of the Bonds on the Mandatory Redemption Date

or a Voluntary Redemption Date as per the Bond Trust Deed.

Mandatory

Redemption Event

Occurrence of certain events pursuant to which the Bonds are

required to be redeemed mandatorily in accordance with the Bond

Trust Deed including an event of default, illegality or the Company

failing to list the Bonds on the Exchange within 15 days from the

Deemed Date of Allotment or such other shorter timeline as may

be prescribed under Applicable Law in connection with FPIs.

Voluntary

Redemption

On any Voluntary Redemption Date, the Company may redeem

whole or part of the Bonds then outstanding.

Detailed provisions for voluntary redemption are set out in the

Bond Trust Deed.

34




Issue Price INR 1,000,000/- for each Bond (at Par)

Discount at which

security is issued

and the effective

yield as a result of

such discount

NA

Put Date NA

Put Price NA

Call Date NA

Call Price NA

Put Option

Notification Time

NA

Call Notification

Time

NA

Face Value INR 1,000,000/- for each Bond

Minimum Application

and multiples of _

debt securities

thereafter

1 Bond and in multiple of 1 Bond thereafter.

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of

Allotment

March 20, 2020

March 20, 2020

March 23, 2020

Same as the Pay-In Date

Issuance mode of the

Instrument

Demat only (for private placement)

Trading mode of the

Instrument

Demat only (for private placement)

Settlement mode of

the Instrument

Any payments to be made to a Bond Holder shall be made by the

Issuer in INR on the same day funds using the services of

electronic clearing services (ECS), real time gross settlement

(RTGS), direct credit or national electronic fund transfer (NEFT)

into such bank account of the Bond Holder as may be notified to

the Issuer by such Bond Holder or the Bond Trustee (acting on

behalf of the Bond Holder).

Depository The National Securities Depository Limited and/or the Central

Depository Services (India) Limited, as the context requires.

Business Day

Convention

Unless otherwise specified, whenever any payment to be made, is

required to be made on a day other than a Business Day, such

payment shall be made on the immediately preceding Business

Day in the same calendar month.

Record Date In respect of a Bond, the day falling 2 Business Days before any

due date.

Security (where

applicable)

(Including

description, type of

All of the obligations of the Company under the Bonds and the

Bond Documents, including the payment of the Debt shall be

secured in the manner and as per the timelines set out in the Bond

Trust Deed by:

35




security, type of

charge, likely date of

creation of security,

minimum security

cover, revaluation,

replacement of

security), interest to

the bond holder over

and above the

coupon rate as

specified in the

Trust Deed and

disclosed in the

Offer Document).

(a) a first ranking exclusive fixed and floating charge over the

Company Hypothecated Assets by the Company, in form

and substance satisfactory to the Bond Trustee and as set

out in the Company Deed of Hypothecation;

(b) a first ranking exclusive fixed and floating charge over the

SPPM Hypothecated Assets by SPPM, in form and

substance satisfactory to the Bond Trustee and as set out

in the SPPM Deed of Hypothecation;

(c) a first ranking exclusive pledge over the Company Shares

held by ESPDPL and a first ranking exclusive charge over

the ESPDPL Receivables, in form and substance

satisfactory to the Bond Trustee and as set out in the

Company Pledge and Charge Agreement - ESPDPL;

(d) a first ranking exclusive pledge of the Company Shares

and the Company OCDs held by SPC and a first ranking

exclusive charge over the SPC Receivables, in form and


in the Company Pledge and Charge Agreement - SPC; and

(e) a first ranking exclusive pledge over the SPPM Shares and

the SPPM OCDs held by the Company, in the form and


in the SPPM Pledge Agreement.

The Debt shall be guaranteed by SPPM.

Any debt owed by the Issuer to SPC and ESPDPL shall be

subordinated to the debt owed by the Company in relation to the

Bonds pursuant to the Deed of Subordination.

The aforesaid Security is to be created as per the following

timelines agreed in the Bond Trust Deed.

Put Option and

Indemnity

Agreement and

related security

A Put Option and Indemnity Agreement will be entered wherein

the Credit Support Provider will provide indemnity and a Put

Option over the Option Shares, to be exercised by the Bond

Trustee (acting on behalf of the Bond Holders) on occurrence of

certain Put Option Event(s).

All of the Credit Support Obligations of the Credit Support

Provider under the Credit Support Provider Documents shall be

secured, in the manner and as per the timelines set out in the Bond

Trust Deed, by a first ranking exclusive fixed charge over the

Credit Support Provider Charged Assets to be created by the

Credit Support Provider, in favour of the Bond Trustee for the

benefit of the Secured Parties, in terms of the Credit Support

Provider Security Documents.

Trading Day A day (other than a Saturday or a Sunday) on which the

36




Exchanges are open for trading of the Bonds.

Transaction

Documents/ Bond

Documents

1. the Bond Trust Deed;

2. the Bond Trustee Agreement;

3. each Security Document;

4. the Deed of Guarantee;

5. this Information Memorandum;

6. the Deed of Subordination;

7. the Put Option and Indemnity Agreement;

8. the Escrow Agreement;

9. the Designated Accounts Agreement;

10. the CIPL Escrow Agreement;

11. the CIPL Designated Accounts Agreement; and

12. any other document that may be designated as a Bond

Document by the Bond Trustee and the Company.

Conditions Precedent

to Pay In Date

Including but not limited to the following:

1. Constitutional documents of the Obligors and the Credit

Support Provider.

2. Copies of board and shareholders resolutions of the

Obligors and the Credit Support Provider.

3. Director certificates of the Obligors and the Credit

Support Provider.

4. Execution of the Bond Trust Deed, Put Option and

Indemnity Agreement and certain other Bond

Documents.

5. Agreed forms of certain Bond Documents.

6. Rating letter.

7. In-principle listing approval

8. Such other condition precedent documents as may be set

out in the Bond Trust Deed and the Put Option and

Indemnity Agreement.

Condition

Subsequent to Pay

In Date

1. Evidence satisfactory to the Bond Trustee that the costs and

expenses due from the Company in connection with the issue

of Bonds have been paid.

2. Evidence that the depository accounts of the Bond Holders

with the Depository will be credited with the relevant Bonds.

3. A copy of each of the remaining Bond Documents, duly

executed by the parties to it.

4. Evidence satisfactory to the Bond Trustee that the Company

has filed a return of allotment of securities pursuant to

allotment of the Bonds, with the Registrar of Companies by

filing PAS-3 in pursuance of Rule 14(6) of the Companies

(Prospectus and Allotment of Securities) Rules, 2014.

5. Evidence of creation and perfection of Security

6. The End Use Certificate.

7. Such other condition subsequent documents as may be set out

in the Bond Trust Deed.

37




Events of Default Events or circumstances or the breach of such provisions, as set

out in the Bond Trust Deed including relating to:

1. Non payment;

2. Breach of financial covenants;

3. Non-compliance of the Bond Trust Deed and other Bond

Documents;

4. Misrepresentation;

5. Cross default;

6. Insolvency;

7. Insolvency proceedings;

8. Judgments, creditors' process;

9. Moratorium;

10. CRILC;

11. Expropriation;

12. Cessation of business;

13. Authorisations;

14. Unlawfulness or invalidity or unenforceability;

15. Repudiation;

16. Security and other credit comfort;

17. Material adverse effect;

18. Litigation;

19. Bond delisting event;

20. Change of control;

21. Fraud, misappropriation or governance matters;

22. Project documents and Port SPVs’ shareholders agreements;

and

23. Downgrade in Credit Rating.

Detailed provisions for Events of Defaults are set out in the Bond

Trust Deed.

Covenants and

Undertakings

Covenants and undertakings including but not limited to the

following:

1. Authorisations;

2. Compliance with laws;

3. Ranking;

4. Negative pledge;

5. Disposals;

6. Financial indebtedness;

7. Loans and guarantees;

8. Merger or restructuring;

9. Acquisitions and investments;

10. Capital expenditure;

11. Business;

12. No amendments;

13. Listing;

14. Asset cover; and

15. Limitation on use of funds; and

16. Financial covenants.

38




Detailed provisions for covenants and undertakings are set out in

the Bond Trust Deed.

Provisions related to

Cross Default

Clause

As per the Bond Trust Deed.

Role and

responsibilities of

Bond Trustee

As per the Bond Trust Deed and the Bond Trustee Agreement.

Governing Law and

Jurisdiction

Indian law, courts and tribunals in New Delhi.

(iv) Disclosure of Cash Flows: as per SEBI Circular No: CIR/IMD/DF/18/2013 dated October

29, 2013.

Please refer to Annexure 6 below.

Note: Please note any payment which is due to be made on a day that is not a Business Day shall

be made on the preceding Business Day in the same calendar month.

(v) Additional covenants:

(i) Default in payment: In case of default in payment of Interest and/or principal redemption

on the due dates, additional interest of at least @ 2% p.a. over the Interest shall be payable

by the Issuer for the defaulting period.

(ii) Delay in listing: In case of delay in listing of the debt securities beyond 20 days from the

Deemed Date of Allotment, the Issuer will pay penal interest of at least 1% p.a. over the

Yield from the expiry of 30 days from the Deemed Date of Allotment till the listing of such

debt securities to the Bond Holders.

(iii) Delay in execution of the bond trust deed: In case the issuer fails to execute the trust deed

within the period specified in the regulation 15(1A) of SEBI ILDS Regulations, without

prejudice to any liability arising on account of violation of the provisions of the SEBI Act

1992 and the SEBI Regulations, the Issuer shall also pay interest of at least two percent

(2%) per annum to the Bond Holders, over and above the agreed Yield, till the execution

of the trust deed.

The aforesaid covenants shall be subject to the terms and condition set out in the Bond Trust Deed.

7. DISCLOSURES PERTAINING TO WILLFUL DEFAULT:

(i) In case of listing of debt securities made on private placement, the following disclosures shall

be made:

(a) Name of the bank declaring the entity as a wilful defaulter – Not Applicable;

(b) The year in which the entity is declared as a wilful defaulter - Not Applicable;

(c) Outstanding amount when the entity is declared as a wilful defaulter - Not

Applicable;

(d) Name of the entity declared as a wilful defaulter - Not Applicable;

(e) Steps taken, if any, for the removal from the list of wilful defaulters - Not

Applicable;

39




(f) Other disclosures, as deemed fit by the issuer in order to enable investors to

take informed decisions - Not Applicable;

(g) Any other disclosure as specified by the Board - Not Applicable.

(ii) Neither the Issuer nor any of its promoters or directors is a wilful defaulter.

40




8. PRIVATE PLACEMENT OFFER LETTER REQUIREMENTS UNDER

COMPANIES ACT, 2013

Sr.

No.

PARTICULARS OF

PRIVATE PLACEMENT

OFFER LETTER

INFORMATION PROVIDED BY THE COMPANY

1. GENERAL INFORMATION

(a) Business carried on by the

Company and its subsidiaries

with the details of branches or

units, if any;

SP Imperial Star Private Limited was incorporated on 19th

March 2016 as per the certificate of incorporation issued by

Registrar of Companies, Mumbai, Maharashtra. The Company

was incorporated with the main objective of providing

consulting, business support and port related services to entities

engaged in port operations. Business carried out by its

subsidiaries is as follows:

(a) SP Port Maintenance Private Limited (SPPM) was

incorporated on 18th March 2016, under the Companies

Act, 2013 and is a wholly owned subsidiary of the

Company. The principal objective of SPPM is to

engage in the business of providing consulting, business

support and port related services such as dredging,

bathymetry study, geo technical and other kind of site

investigations, port planning, equipment lease, manning

services etc. to entities engaged in port operations.

SPPM provides wide range of services including

Strategic Planning, Monitoring of Project

Development, Financial Planning, etc. to its

subsidiaries engaged in Ports operations. SPPM holds

stake in 2 Ports namely Dharamtar Port and Gopalpur

Port.

SPPM operates through its administrative office

located as follows:

Address Head office/Branch

Office

Shapoorji Pallonji

Centre 41/44 Minoo

Desai Marg, Colaba,

Mumbai 400005

Shapoorji Pallonji Centre

41/44 Minoo Desai Marg,


(b) PNP Maritime Services Private Limited (PNP) was

incorporated on 25th August 1999 under the Companies

Act, 1956. PNP holds license to own and operate a

barging port on Dharamtar creek near Alibaug in the

State of Maharashtra. It primarily handles bulk and dry

bulk cargo. It is a well connected with road and railway.

41




PNP operates through its administrative office located

as follows:


Office

A-5, Arthur Bunder Road,

18 Ionic Colaba

Mumbai - 400005

Maharashtra

A-5, Arthur Bunder

Road,

18 Ionic Colaba

Mumbai, Maharashtra

India - 400005

(c) Gopalpur Ports Limited (GPL) was incorporated on 24th

July 2006 under the Companies Act, 1956. GPL has a

concession from Government of Odisha to build, own

and operate the Gopalpur Port on a BOOST model. The

Gopalpur Port is an ‘All Weather-Deep Draft’ port in

Odisha located on east coast of India strategically

located between two of the busiest major ports in India

(Paradip & Vizag).

GPL operates through its administrative office located

as follows:


Office

Gopalpur Port,

Arjeepalli, Via-

Chhatrapur,

Ganjam – 761020, Odisha

Gopalpur Port,

Arjeepalli, Via-

Chhatrapur,

Ganjam – 761020,

Odisha

(b) Brief particulars of the

management of the Company

Please see Clause 6.9(i) above.

(c) Names, addresses, DIN and

occupations of the directors

Please see Clause 6.9(i) above.

(d) Management’s perception of risk

factors

Please see Clause 4 above.

(e) Details of default, if any,

including therein the amount

involved, duration of default and

present status, in repayment of.

None

i) statutory dues; -

ii) debentures and interest

thereon;

-

iii) deposits and interest thereon; -

iv) loan from any bank or

financial institution and interest

thereon.

-

42




(f) Names, designation, address and

phone number, email ID of the

nodal/ compliance officer of the

Company, if any, for the private

placement offer process.

Mrs. Rutika Pawar (compliance officer)

Address: Shapoorji Pallonji Centre, 41/44, Minoo Desai Marg,

Colaba, Mumbai 400 005

Tel: +91 22 6749 0244

email: [email protected]

(g) Any default in annual filing of

the Company under the

Companies Act, 2013 or the rules

made thereunder

None

2. PARTICULARS OF THE OFFER

(a) Financial position of the

Company for the last three

financial years

Please See Clause 6.5 above

(b) Date of passing of board

resolution

16th March 2020

(c) Date of passing of resolution in

the general meeting, authorizing

the offer of securities

16th March 2020

(d) Kinds of securities offered (i.e.

whether share or debenture) and

class of security; total number of

shares or other securities to be

issued

Up to 11,170 senior, secured, redeemable, rated, listed, non-

convertible bonds of the face value of INR 1,000,000/- each,

aggregating to INR 11,170,000,000 to be issued by the Issuer

on private placement basis in dematerialized form.

(e) Price at which the security is

being offered including the

premium, if any, alongwith

justification of the price

INR 1,000,000

(f) Name and address of the valuer

who performed valuation of the

security offered, and basis on

which the price has been arrived

at along with report of the

registered valuer.

Not Applicable

(g) Relevant date with reference to

which price has been arrived at.

Not Applicable

(h) Amount which the Company

intends to raise by way of

securities

INR 11,170,000,000

(i) The class or classes of persons to

whom allotment is proposed to

be made

Refers to such category of investors referred to below:

(a) Eligible financial institutions and insurance companies;

(b) Companies;

(c) Non-banking finance companies (NBFCs) and residuary

NBFCs;

(d) Mutual funds;

(e) Foreign institutional investors;

mailto:[email protected]

43




(f) Foreign portfolio investors as permitted under the

Securities and Exchange Board of India (Foreign Portfolio

Investors) Regulations, 2019; and

(g) SEBI registered FPI, provident funds, gratuity,

superannuation and pension funds, subject to their

investment guidelines.

(j) Intention of promoters, directors

or key managerial personnel to

subscribe to the offer (applicable

in case they intend to subscribe

to the offer) (not required in case

of issue of non-convertible

debentures)

Not Applicable

(k) Terms of raising of securities:

Duration, if applicable, Rate of

dividend or rate of interest, mode

of payment and repayment

Please see Clause 6.30 above.

(l) Proposed time schedule for

which the private placement

offer cum application letter is

valid

3 months from the date of the general meeting authorizing the

issuance and offer of the Bonds

(m) The proposed time within which

the allotment shall be completed

Within 2 Business Days of the Pay-in Date

(n) The names of the proposed

allottees and the percentage of

post private placement capital

that may be held by them.

Not Applicable

(o) The change in control, if any, in

the company that would occur

consequent to the private

placement

Not Applicable

(p) The number of persons to whom

allotment on preferential

basis/private placement/ rights

issue has already been made

during the year, in terms of

number of securities as well as

price

NIL

(q) The justification for the

allotment proposed to be made

for consideration other than cash

together with valuation report of

the registered valuer

Not Applicable

(r) Purposes and objects of the offer

The funds raised by the Issue shall be utilised by the Company

for the purpose of:

(i) payment of all outstanding costs, fees and expenses in

relation to the Issue;

(ii) redemption in full of the Company Existing Debentures;

44




(iii) investment in equity instruments, other convertible

instruments or any other quasi equity instrument issued/

to be issued by the Port SPVs;

(iv) general corporate purposes of the Company, and

(v) funding the cash coupon for the period of 12 months

from the Pay In Date,

in compliance with the provisions of the Applicable Law.

(s) Contribution being made by the

promoters or directors either as

part of the offer or separately in

furtherance of such objects

NIL

(t) Principle terms of assets charged

as security, if applicable

Please see Clause titled “Security” in Summary Term Sheet and

the terms set out in Clause 6.30 (iii) above.

(u) The details of significant and

material orders passed by the

Regulators, Courts and Tribunals

impacting the going concern

status of the Company and its

future operations;

NIL

(v) The pre-issue and post-issue

shareholding pattern of the

company

Please refer to Clause 6.8 above for Pre-Issue Shareholding of

the Company.

Pre Issue and Post Issue Shareholding will be same. There will

be no change in the shareholding of the Company post the Bond

Issue.

(w) Mode of payment for

subscription

NEFT/ RTGS

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC

(a) Any financial or other material

interest of the directors,

promoters or key managerial

personnel in the offer and the

effect of such interest in so far as

it is different from the interests of

other persons

NIL

(b) Details of any litigation or legal

action pending or taken by any

Ministry or Department of the

Government or a statutory

authority against any promoter of

the offeree Company during the

last three years immediately

preceding the year of the

circulation of the offer letter and

any direction issued by such

Ministry or Department or

statutory authority upon

NIL

45




conclusion of such litigation or

legal action shall be disclosed

(c) Remuneration of directors

(during the current year and last

three financial years

NIL as all directors are non-executive directors

(d) Related party transactions

entered during the last three

financial years immediately

preceding the year of circulation

of offer letter including with

regard to loans made or,

guarantees given or securities

provided.

FY 2018-19

Name of the

Related

Party

Description

of

Transaction

Transaction

Amount

(INR in

Thousands)

Outstanding

Amount

(INR in

Thousands)

SP Port

Maintenance

Private

Limited

Management

services

rendered

400 -

SP Port

Maintenance

Private

Limited

Investment

in optionally

convertible

debentures

- 7,643,000

Shapoorji

Pallonji and

Company

Private

Limited

Optionally

convertible

debentures

issued

- 650,000

FY 2017-18

Name of the

Related

Party

Description

of

Transaction

Transaction

Amount

(INR)

Outstanding

Amount

(INR)

SP Port

Maintenance

Private

Limited

Management

services

rendered

300 -

SP Port

Maintenance

Private

Limited

Investment

in optionally

convertible

debentures

650,000 7,643,000

Shapoorji

Pallonji and

Company

Private

Limited

Optionally

convertible

debentures

issued

650,000 650,000

FY 2016-17

Name of the

Related

Party

Description

of

Transaction

Transaction

Amount

(INR)

Outstanding

Amount

(INR)

46




SP Port

Maintenance

Private

Limited

Management

services

rendered

600 -

SP Port

Maintenance

Private

Limited

Investment

in optionally

convertible

debentures

6,993,000 6,993,000

Shapoorji

Pallonji and

Company

Private

Limited

Unsecured

loan

received and

repaid

5,000 -

ESP

Diabolical

Private

Limited

Allotment of

shares

300,000 300,000

Shapoorji

Pallonji and

Company

Private

Limited

Interest

expenses

39 -

(e) Summary of reservations or

qualifications or adverse remarks

of auditors in the last five

financial years immediately

preceding the year of circulation

of offer letter and of their impact

on the financial statements and

financial position of the

Company and the corrective

steps taken and proposed to be

taken by the Company for each

of the said reservations or

qualifications or adverse remark

NIL

(f) Details of any inquiry,

inspections or investigations

initiated or conducted under the

Companies Act or any previous

Company law in the last three

years immediately preceding the

year of circulation of offer letter

in the case of Company and all of

its subsidiaries. Also if there

were any prosecutions filed

(whether pending or not) fines

imposed, compounding of

NIL

47




offences in the last three years

immediately preceding the year

of the offer letter and if so,

section-wise details thereof for

the Company and all of its

subsidiaries

(g) Details of acts of material frauds

committed against the Company

in the last three years, if any, and

if so, the action taken by the

Company

NIL

4. FINANCIAL POSITION OF THE COMPANY

(a) (i) The capital structure of the Company in the following manner in a tabular form:

(a) the authorised, issued,

subscribed and paid up capital

(number of securities,

description and aggregate

nominal value)

The authorized share capital of the Company is INR 1,000,000

divided into 100,000 Equity Shares of INR 10 each.

(b) size of the present offer INR 11,170,000,000

(c) paid up capital The paid-up capital of the Company is INR 500,000 divided into

50,000 Equity Shares of INR 10 each.

(A) after the offer; 50,000 Equity Shares of INR 10 each amounting to INR

500,000

(B) after conversion of

convertible instruments (if

applicable)

Not Applicable

(d) share premium account

(before and after the offer)

NIL

(ii) the details of the existing share

capital of the issuer Company in

a tabular form, indicating therein

with regard to each allotment, the

date of allotment, the number of

shares allotted, the face value of

the shares allotted, the price and

the form of consideration

Provided that the issuer

Company shall also disclose the

number and price at which each

of the allotments were made in

the last one year preceding the

date of the offer letter separately

indicating the allotments made

for considerations other than

cash and the details of the

consideration in each case

Please see Clause 6.7 above.

(b) Profits of the Company, before

and after making provision for

(INR in Thousands)

48




tax, for the three financial years

immediately preceding the date

of circulation of offer letter

FY 2018-

19

FY 2017-

18

FY

2016-17

Profit before Tax (993,163) (876,676) (24,307)

Less: Tax Expense (30) 36 2

Profit after Tax (993,133) (876,711) (24,309)

(c) Dividends declared by the

Company in respect of the said

three financial years; interest

coverage ratio for last three years

(Cash profit after tax plus

interest paid/interest paid

NIL

(d) A summary of the financial

position of the Company as in the

three audited balance sheets

immediately preceding the date

of circulation of offer letter;

Please see Annexure 1 to the Information Memorandum.

(e) Audited Cash Flow Statement

for the three years immediately

preceding the date of circulation

of offer letter;

Please see Annexure 1 to the Information Memorandum.

(f) Any change in accounting

policies during the last three

years and their effect on the

profits and the reserves of the

Company

NIL

9. UNDERTAKING TO USE A COMMON FORM OF TRANSFER

The normal procedure followed for transfer of securities held in dematerialized form shall be

followed for transfer of these Bonds held in electronic form. The seller should give delivery

instructions containing detail of the buyer’s DP account to his DP. The issuer undertakes that there

will be common transfer form/ procedure for transfer of Bonds.

9.1 OTHER INFORMATION AND ISSUE PROCEDURE

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

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

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

and the other Bond Documents.

9.1.1 Issue Procedure

A. Who can apply.

All Invited Eligible Investors are eligible to apply for this private placement of Bond.

49




The registration /enrolment process for the Eligible Investors must be guided by SEBI Circular No.

SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 and any other amendments thereafter read

with “Operational Guidelines for issuance of Securities on Private Placement basis through an

Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September

28, 2018 and / or any subsequent guidelines as may be issued by BSE from time to time, in this

regard (the “EBP Mechanism Guidelines”). All Invited Eligible Investors will have access to the

Information Memorandum and other issue specific information uploaded by the Issuer on the BSE-

EBP. No other person may apply.

The Issue will be open for bidding for the Issue 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) working day before the start of the Issue Open Date

Nothing in this Information Memorandum shall constitute and/ or be deemed to constitute an offer

or an invitation to an offer, to be made to the public or any section thereof through this Information

Memorandum and this Information Memorandum and its contents should not be construed to be a

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

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

Eligible Investor(s) and only such Invited Eligible Investors when specifically and directly

addressed by a communication from the Issuer, inviting them to subscribe to the Bonds / offering

to issue Bonds to them on a private placement basis are eligible to subscribe to the Bonds. The

Invited Eligible Investors must make their own independent evaluation and judgment regarding

their eligibility to invest in the Bonds offered herein.

Note: Participation by Invited Eligible Investors in the Issue may be subject to statutory

and/or regulatory requirements applicable to such Invited Eligible Investors 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/ guidelines applicable to

them for investing in the Bonds, including exchange controls and other requirements.

Applicants ought to seek independent legal and regulatory advice in relation to the laws

applicable to them.

Attention of the Invited Eligible Investors is specifically drawn to the provisions of sub-section (1)

of Section 38 of the Act which is reproduced below:

“Any person who, either knowingly or recklessly makes any statement, promise or forecast which

is false, deceptive or misleading, or deliberately conceals any material facts, to induce another

person to enter into, or to offer to enter into,—

(a) any agreement for, or with a view to, acquiring, disposing of, subscribing for, or underwriting

securities; or

(b) any agreement, the purpose or the pretended purpose of which is to secure a profit to any of

the parties from the yield of securities or by reference to fluctuations in the value of securities;

or

(c) any agreement for, or with a view to obtaining credit facilities from any bank or financial

institution;

shall be liable for action under section 447.”

50




B. How to apply

This being a private placement Issue, the Invited Eligible Investors who have been addressed

through this communication directly are eligible to apply by bidding for the Issue on the BSE-EBP

by entering the bid amount in Rupees (INR) and coupon/ yield in basis points (bps) i.e. up to four

decimal places (in case the issue is a cut off yield based issue), during the period commencing on

the Bid Opening Time on the Bid Opening Date and ending on the Bid Closing Time on the Bid

Closing Date. A bidder will only be able to enter in the amount if it is a fixed rate issue and fixed

price issue. The minimum number of Bonds that can be applied for and the multiples thereof will

be as set out by the Issuer at the time of initiation of the Issue on the BSE-EBP. No bidding can be

made for a fraction of a Bonds.

Multiple bids by a bidder are permitted. Multiple bids by a bidder are allowed where each bid is on

behalf of different investor(s). The bidder can put multiple bids for same investor provided the total

of all bids entered is not equal to or more than INR15 crores or 5% of the base issue size, whichever

is lower.

Bid modification is allowed during the bidding period. In last 10 minutes of the bidding period,

revision is allowed only to improve the coupon / yield (in case the issue is a cut off yield based

issue) and upward revision in terms of bid amount. Bid cancellation is not permitted in the last 10

minutes of the bidding period.

For further details in relation to the bidding, pre-bidding and post bidding procedure, Invited

Eligible Investors should refer to the EBP Mechanism Guidelines.

C. Manner of Bidding

The Issue will be through open bidding on the BSE-EBP in line with the EBP Mechanism

Guidelines.

D. Manner of Allotment in the Issue

The Issue will be on a uniform yield allotment.

E. Provisional Allocation of Bonds to be Allotted

Post completion of bidding process, if the Issuer decides to accept and proceed with the Issue, and

the Invited Eligible Investors will be able to view the provisional allocation of the Bonds of their

respective bid in the allocation report on the BSE–EBP (“Bond Holders”).

If the Issue (for a fixed rate issue) is over-subscribed, the Bonds will be allotted on a time, priority

basis in line with the EBP Mechanism Guidelines, in the following manner:

Bidding Scenario Allotment

First case scenario Yield priority

Where two or more bids are at the same yield Time-priority basis

Where two or more bids have the same yield and time Pro-rata basis

51




F. Submission of completed Application Form

Post the provisional allocation of the Bonds, the Bond Holders must submit the Application Form

for the Bonds in the prescribed format in block letters in English as per the instructions contained

therein. Application Forms should be duly completed in all respects and must be accompanied by

the bank account details of the Bond Holders and the magnetic ink character reader code of the

bank for the purpose of availing direct credit of all amounts payable to the Bond Holder(s) through

electronic transfer of funds or RTGS. All duly completed Application Forms should be scanned

and emailed to the Issuer alongwith all the relevant documents (as specified below) on the Issue

Closing Date and forthwith followed by the original Application Form to the correspondence office

of the Issuer but no later than 15 (fifteen) days from the Issue Closing Date. An Application Form,

which is not complete in all respects, shall be liable to be rejected.

Documents to be provided by applicants along with the duly completed Application Form

Applicants need to submit the certified true copies of the following documentation alongwith the

Application Form, as applicable:

• Memorandum of association and articles of association / documents governing constitution;

• Resolution authorising investment, if applicable;

• Certified true copy of the power of attorney/ relevant resolution/ authority to make

application;

• Specimen signatures of the authorised signatories;

• SEBI registration certificate (for applicants who are registered with the SEBI); and

• Copy of PAN card issued by the Income Tax Department;

PAN Number

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

Act, 1961, on the Application Form and attach a self attested copy as evidence. Applications

without PAN will be considered incomplete and are liable to be rejected.

Applications under power of attorney

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

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

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

Application Form. Further modifications/ additions in the power of attorney or authority should be

notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be

specified by the Issuer from time to time through a suitable communication.

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

a certified true copy thereof along with memorandum of association 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.

52




G. Issue Closing Date and Time

The Issue shall close on such date and time as shall be specified as the “Issue/ Bid Closing Date”

and the “Issue/ Bid Closing Time”.

H. Pay-In Date

The Bond Holders will be required to remit the funds for subscription towards the Bonds that have

been allocated to them on the Pay-In Date.

I. Payment Instructions

On the Pay-In Date, the Bond Holders must remit/ transfer in full, monies for subscription to the

Bonds allocated to them by electronic transfer of funds/ RTGS from the bank account(s) registered

with the BSE–EBP to the bank account of the Indian Clearing Corporation Limited on or before

10:30 AM (“Pay-in Time”). Funds for the allocation of the Bonds for bids made by a bidder on

behalf of the Bond Holders must also be made from the bank account of such eligible participants.

The Bond Holders should ensure to make payment of the subscription amount for the Bonds by the

Pay-in Time from their same bank account which is registered/ updated by them in the BSE - EBP.

In case of mismatch in the bank account details between BSE - EBP and the bank account from

which payment is done by the successful bidder, it will lead to cancellation of the bid.

The entire amount of INR 1,000,000/- per Bond is payable on the Pay-In Date.

J. Settlement Cycle

T+1 Day (where T day is the bidding session).

K. Deemed Date of Allotment

Deemed Date of Allotment for the Issue is the Pay-In Date, by which date the Depositories (on the

instruction of the Issuer) will be crediting the Bonds to the demat account of the Bond Holders

subject to EBP Mechanism Guidelines. All the benefits under the Bonds will accrue to the Bond

Holder(s) from the Deemed Date of Allotment.

L. Allotment

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct

the Depositories on the Pay-In Date, and the Depositories shall accordingly credit the allocated

Bonds to the demat account of the Bond Holders subject to EBP Mechanism Guidelines.

M. Issue Programme

Issue Opening Date: March 20, 2020

Issue Closing Date: March 20, 2020

Pay-In Date: March 23, 2020

Deemed Date of Allotment: Same date as Pay-in Date

N. Depository Arrangements

53




The Issuer has made necessary arrangements with the Depository for issue and holding of Bonds

in dematerialised form.

O. Bonds held in Dematerialised form

The Issuer shall procure that the relevant Bonds are credited in dematerialised form to the

depository participant account of each Bond Holder on the Deemed Date of Allotment.

P. List of Beneficiaries

In relation to each payment/ repayment made by the Issuer to the Bond Holders, the Issuer shall

request the Depository to provide (or shall otherwise cause to be procured from the Depository) a

list of beneficiaries of the Bonds as at the end of each Record Date. The relevant payment/

repayment shall be made by the Issuer to persons named as the beneficial holders of the Bonds on

the relevant Record Date.

Q. Trustee for the Bond Holder(s)

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

Holder(s). The Issuer and the Bond Trustee shall execute a Bond Trust Deed inter alia, specifying

the powers, authorities and obligations of the Bond Trustee and the Issuer. The Bond Holder(s)

shall, without further act or deed, be deemed to have irrevocably given their consent to the Bond

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

respect of or relating to the Bonds as the Bond Trustee may in its absolute discretion deem

necessary or require to be done in the interest of the Bond Holder(s), subject to the terms and

conditions of, and in accordance with, the Bond Trust Deed. The Bond Trustee will protect the

interest of the Bond Holder(s) with regard to repayment of principal, interest, and all other amounts

payable by the Issuer under or in connection with the Bonds and will take necessary action in this

regard, subject to and in accordance with the Bond Trust Deed, at the cost of the Issuer. The Bond

Trust Deed shall more specifically set out rights and remedies of the Bond Holders and the manner

of enforcement thereof.

Consent letter from Bond Trustee is attached as Annexure 4.

R. Rating Letter

CARE letter dated March 16, 2020 assigning CARE A- (provisional) for the Bonds issued/to be

issued by the Issuer under this document. The rating letter is attached as Annexure 3.

S. Right to accept or reject Bids

The Issuer is entitled at its sole and absolute discretion to accept or withdraw the Issue after the

bidding closure, without assigning any reason including if the Issuer is unable to receive the bids

upto base issue size, the Invited Eligible Investor has defaulted in payment towards the allotment

within the stipulated timeframe, cutoff yield in the Issue is higher than the estimated cutoff yield

disclosed to the BSE-EBP, where the base issue size is fully subscribed (in case of cut off yield

issue).

54




T. Refunds

If the Issuer chooses not to go ahead with the Issue and calls off the Issue, the Indian Clearing

Corporation Limited will return the funds collected from Bond Holders within 1 (one) Business

Day from the Deemed Date of Allotment.

9.1.2 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 Bond 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.

9.1.3 Bond Holder not a Shareholder

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

the Issuer. The Bond shall not confer upon the Bond Holder(s) the right to receive notice(s) or to

attend and to vote at any general meeting(s) of the shareholders of the Issuer.

9.1.4 Splitting and Consolidation

Splitting and consolidation of the Bond is not applicable in the demat mode form since the saleable

lot is one Bond.

9.1.5 Notices

(i) Communications

Any communication to be made to the Bond Trustee or Bond Holder(s) or the Issuer shall

be made in writing and, unless otherwise stated, may be made by fax, letter or electronic

mail.

(ii) Address – Issuer

Notices and communications to be given to the Company shall be sent to:

Address: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005

Attention: Mrs. Rutika Pawar

Fax number: +91 22 6633 8176

E-mail address: [email protected]

(iii) Address – Bond Trustee

Notices and communications to be given to the Bond Trustee shall be sent to:

Attn: Ms. Kavita Hindalekar

Address: Asian Building, Ground Floor, 17, R. Kamani Marg,


Facsimile: +91 22 6631 1776

Phone No : +91 22 40807022

E-mail address: [email protected]

55




(iv) Address – Bond Holders

Notices and communications to be given to a Bond Holder shall be sent to the address, fax

number or electronic mail address of that Bond Holder as set out in the records of the

Depository at the relevant time.

(v) Delivery

Any communication or document made or delivered by one person to another under or in

connection with this Information Memorandum will only be effective:

(a) if sent by fax before 5 p.m. on a working day in the place to which it is sent, when

sent or, if sent by fax at any other time, at 9 a.m. on the next working day in that

place, provided, in each case, that the person sending the fax shall have received a

transmission receipt;

(a) if by way of letter, when it has been left at the relevant address before 5 p.m. on a

working day in the place to which it is sent, when sent or, if sent at any other time,

at 9 a.m. on the next working day in that place or 5 Business Days after being

deposited in the post postage prepaid in an envelope addressed to it at that address;

(b) if by way of electronic mail sent by a Bond Holder or the Bond Trustee to any

person, when sent by the Bond Holder or Bond Trustee (as the case may be) unless

the Bond Holder or Bond Trustee (as the case may be) receives a message indicating

failed delivery; and

(c) if by way of electronic mail sent by any person other than a Bond Holder or the

Bond Trustee, when actually received in readable form by the Bond Holder or the

Bond Trustee (as the case may be) and then only if it is addressed in such a manner

as the Bond Holder or Bond Trustee (as the case may be) shall specify for this

purpose,

and if it is expressly marked for the attention of the department or officer identified.

(vi) Provisions regarding electronic communications, reliance and language of notices shall be

as per the Bond Trust Deed.

9.1.6 Mode of Transfer/ Transmission of Bonds

The Bonds shall be transferable freely to all classes of Eligible Investors subject to and in

accordance with the applicable provisions of the Act, other Applicable Laws and in the manner

provided in the Bond Trust Deed. The Bonds held in dematerialised form shall be transferred

subject to and in accordance with the rules/ procedures as prescribed by the Depository and the

relevant depository participant’s of the transferor or transferee. In addition, a Bond Holder will

have the right to sell participations in its Bonds to one or more persons.

It may be noted that subject to Applicable Law, the Bonds would be issued and traded in

dematerialised form only.

9.1.7 Purchase and sale of Negative List Bonds

Until the occurrence and continuation of an Event of Default, the Bond Holders holding the

Negative List Bonds will not be entitled to vote at any meeting of the Bond Holders or issue of

written instructions to the Bond Trustee. Until the occurrence and continuation of an Event of

Default, all Negative List Bonds will be ignored for the purpose of determining whether the

56




requisite resolution has been passed.

9.1.8 Purchase and sale of Bonds by the Company

The Company may, at any time and from time to time, purchase Bonds in accordance with

Applicable Law. Any buyback of Bonds by the Company shall be made in compliance with the

provisions applicable to redemption of Bonds. Such Bonds may, at the option of the Company, be

cancelled, held or reissued at such a price and on such terms and conditions as the Company may

deem fit and as permitted by law. In the event of purchase of such Bonds by the Company, the

Company will not be entitled to any of the rights and privileges available to the Bond Holders

including right to receive notices of or to attend and vote at meetings of the Bond Holders.

9.1.9 Purchase and sale of Company Group Bonds

The Bond Holders holding the Company Group Bonds will not be entitled to vote at any meeting

of the Bond Holders or issue of written instructions to the Bond Trustee, and all Company Group

Bonds will be ignored for the purpose of determining whether the requisite resolution has been

passed.

9.1.10 Effect of Holidays

Should any of the dates defined above or elsewhere in this Information Memorandum, fall on day

which is not a Business Day, unless otherwise set forth in the Bond Trust Deed, the preceding

Business Day in the same calendar month shall be considered as the effective date(s). In case any

Record Date falls on a day which is not a Business Day, the immediately preceding Business Day

shall be the Record Date.

9.1.11 Tax Deduction at Source

(i) All payments to be made by the Issuer to the Secured Parties in connection with the Bonds or under

the Bond Documents shall be made free and clear of and without any Tax Deduction unless the

Issuer is required to make a Tax Deduction in which case the sum payable by the Issuer to any

Secured Party not resident in India shall be increased to the extent necessary to ensure that such

Secured Party receives a sum, net of any Tax Deduction, equal to the sum which it would have

received if no Tax Deduction had been required.

(ii) The Company and the Secured Parties shall be bound by the provisions of the Bond Trust Deed

relating to tax .

(iii) As per the amended provisions of the Income Tax Act, 1961, with effect from June 1, 2008, no tax

is deductible at source from the amount of interest payable on any listed dematerialised security.

Consequently, if the Bonds are listed on the BSE, no tax will be deductible at source on the

payment/ credit of interest on these Bonds after the Bonds are listed.

(iv) In the event the Issuer is required to make a tax deduction, the Issuer shall deposit the amount of

any tax deduction made by the Issuer on any amount paid by the Issuer to a Bond Holder with the

income tax authorities in accordance with the Income Tax Act, 1961.

57




(v) The Issuer shall deliver the relevant tax deduction certificate to the relevant Bond Holder in the

format and within the time prescribed under the Income Tax Act, 1961 (and the rules made

thereunder).

9.1.12 Redemption and Discharge/ Repayment Amount

Payments of the Redemption Amount in respect of a Bonds, shall be made by way of credit to the

to the name of the Bond Holder and in case of joint holders to the one whose name stands first in

register of beneficial owners of the Bonds maintained by the Depository, as the beneficial owner

of such Bonds as on the Record Date applicable to such payment, in accordance with the payment

instructions of that Bond Holder provided by the Depository to the Issuer. The Bonds shall be taken

as discharged and redeemed on the Final Settlement Date in accordance with the Bond Trust Deed.

Payment of the whole of the Redemption Amount and all other amounts payable under the Bond

Trust Deed as contemplated therein will be a legal discharge of the liability of the Issuer towards

the relevant Bond Holder in respect of the Redemption Amount on that Bonds. On payment of the

Redemption Amount on any Bonds being made in full, the Issuer will inform the Depository and

accordingly the account of the relevant Bond Holder with the Depository shall be appropriately

adjusted.

9.1.13 Governing Law

The Bonds are governed by and shall be construed in accordance with Indian law. Any dispute

arising will be subject to the exclusive jurisdiction of the courts and tribunals at Delhi.

58




59




60




ANNEXURE 1: Annual Report and abridged version of Audited Consolidated (wherever

available) and Standalone Financial Information for last 3 years

Please refer to Annexure 1 attached separately

61




ANNEXURE 2: Rating Letter

62




63




64




ANNEXURE 3: Consent Letter from Bond Trustee

65




66




67




ANNEXURE 4: Copy of the extract of the shareholders resolution

68




69




ANNEXURE 5: Copy of the extract of the board resolution

70




71




72




73




74




75




76




77




78




ANNEXURE 6: Cash flows illustration

Summary Bond Terms

Company SP IMPERIAL STAR PRIVATE LIMITED

Face Value (per security) INR 1,000,000/- (Rupees Ten Lakhs only)

Issue Date / Date of Allotment March 23, 2020

Redemption March 23, 2023

Yield 17.18% per annum including the cash coupon of

6% per annum to be paid on semi-annual basis.

Frequency of Interest Payment Cash coupon of 6% per annum to be paid on semi-

annual basis. First coupon payment on 6 months

from the Pay-in- Date and subsequently every 6

months from thereon.

Remaining Yield to be paid on the final

redemption date as Redemption Premium.

Day Count Convention Actual / Actual

(Amounts in INR)

79




Cash flows Date Principal Cash Coupon

Payment

Number

of Days

in

Coupon

Period

Principal

Repayment

Balance

Outstanding

post-

repayment

Redemption

Premium

23-

Mar-

20

11,170,000,000 11,170,000,000

1st Cash

Coupon

23-

Sep-

20

33,78,54,246.58 184

2nd Cash

Coupon

23-

Mar-

21

33,23,45,753.42 181

3rd Cash

Coupon

23-

Sep-

21

33,78,54,246.58 184

4th Cash

Coupon

23-

Mar-

22

33,23,45,753.42 181

5th Cash

Coupon

23-

Sep-

22

33,78,54,246.58 184

6th Cash

Coupon

23-

Mar-

23

33,23,45,753.42 181

Principal

and

Redemption

Premium

23-

Mar-

23

11,170,000,000 0 4,32,89,50,000

80




ANNEXURE 7: Application Form

SP IMPERIAL STAR PRIVATE LIMITED

Registered Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005

Correspondence Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai

400005

APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE BONDS

(“BONDS”)

ISSUE OPENS ON: March 20, 2020

CLOSING ON March 20, 2020

Date of Application

Dear Sirs,

Having read and understood the contents of the Information Memorandum cum PAS-4 dated March

18, 2020 (the “Information Memorandum”), I/ we apply for allotment to me/ us of the senior,

secured, redeemable, rated, listed, non convertible bonds (“Bonds”) provisionally allocated to

me/us pursuant to the bidding for the Issue on the BSE-EBP, being issued pursuant to the

Information Memorandum, as hereinafter set forth in this Application Form. We shall remit the

amount payable on application as shown below.

On Allotment, please place my/ our name(s) on the Register of Bond Holders under the issue. I/

We bind myself/ ourselves by the terms and conditions as contained in the Information

Memorandum.

(A) BONDS APPLIED FOR (INR 1,000,000/- per Bond)

No. of Bonds Applied For (in

figures)

No. of Bonds Applied For (in words)

Amount (INR) (in figures)

Amount (INR) (In words)

(B) PARTICULARS OF DP ID

DP ID No.

Client ID No.

(C) TAX STATUS OF APPLICANT (please tick one)

Non-Exempt Exempt under:

Self-Declaration

Statute

Certificate from IT Authority

81




(D) APPLICANT’S STATUS

We apply as (tick whichever is applicable)

Eligible financial institutions and insurance companies

Companies

Non-banking finance companies (NBFCs) and residuary NBFCs

Mutual funds

Foreign institutional investors

Foreign portfolio investors as permitted under the Securities and Exchange Board of

India (Foreign Portfolio Investors) Regulations, 2014

provident funds, gratuity, superannuation and pension funds, subject to their investment

guidelines.

(E) APPLICANT’S NAME

(F) APPLICANT’S ADDRESS AND CONTACT DETAILS

Pin:

Telephone:

Fax:

E-mail:

Name:

Designation:

Telephone:

Fax:

(G) AUTHORISED SIGNATORIES

Name of the Authorized

Signatory(ies)

Designation Signature

(H) PAN DETAILS

82




Tax payer’s PAN or GIR No. if allotted:

IT Circle/Ward/ District

(I) PAYMENT DETAILS

Bank Name:

Bank Branch:

Nature of Account:

Account Number:

IFSC/ NEFT Code:

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

INSTRUCTIONS

1. Application Forms must be completed in full BLOCK LETTERS IN ENGLISH except in

case of signature. Application Forms which are not complete in every respect are liable to

be rejected.

2. On the Pay-In Date, payments must be made by electronic transfer of funds/ RTGS to the

bank account of the Indian Clearing Corporation Limited on or before 10:30 AM as per the

following details:

ICICI BANK LIMITED

Beneficiary Name: INDIAN CLEARING CORPORATION LTD

Account Number: ICCLEB

IFSC Code : ICIC0000106

Mode: NEFT/RTGS

In cases of PF Pension Fund, Gratuity Fund etc., exemption from TDS shall be granted

against Income Tax Recognition Certificate granted by Income Tax Authorities.

3. The original Application Form along with relevant documents should be forwarded to the

Correspondence Office of the Issuer to the attention of Mrs. Rutika Pawar. A copy of PAN

Card must accompany the Application Form.

4. In the case of application made under Power of Attorney or by limited companies, corporate

bodies etc., following documents (attested by Company Secretary/ Directors) must be

SP Imperial Star Private Limited Registered Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005 [●]

Correspondence Office: Shapoorji Pallonji Centre 41/44 Minoo Desai Marg, Colaba, Mumbai 400005 APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE BONDS

(To be filled by the Applicant) ACKNOWLEDGEMENT SLIP Received from _________________________________ an application for __________ Bonds Address_________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________

(Initial of the officer of the Company designated to keep the record)

_______________________________________________________________________________________________________________________

83




lodged along with the application or sent directly to the Issuer at its Correspondence Office

to the attention of Mrs. Rutika Pawar along with a copy of the Application Form

(a) Certificate of incorporation and memorandum of association and articles of

association;

(b) Resolution of the board of directors and identification of those who have authority

to operate;

(c) Power of attorney granted to its managers, officers or employees to transact

business on its behalf;

(d) Any officially valid document to identify those holding Power of Attorney;

(e) Resolution of managing body;

(f) Certificate of registration;

(g) Telephone bill;

(h) PAN (otherwise exemption certificate by IT authorities).

5. The attention of applicants is drawn to Sub-Section (i) of Section 38 of the Act, which is

reproduced below:

“Any person who

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

acquiring any shares therein; or

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

or in different combinations of his name or surname for acquiring or subscribing

for its securities; or

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

of securities to him, or any other person in a fictitious name,

shall be liable for action under section 447.”

6. The applicant represents and confirms that it has understood the terms and conditions of

the Bonds and is authorised and eligible to invest in the same perform any obligations

related to such investment.

INTERPRETATION

Capitalised words and expressions used in this Application Form but not defined herein, shall have

the respective meanings given to them under “Definitions and Abbreviations” in the Information

Memorandum.

84




ANNEXURE 8: Negative List

1. JSW;

2. JSPL;

3. Adani;

4. Navayuga;

5. Gangavaram;

6. DP World;

7. Essar;

8. Arcelormittal;

9. Tata;

10. Vedanta;

11. JM Baxi;

12. Kakinada Port; and

13. AP Moller.