caspta

caspta
a
INFORI'ATIONME ORANOUM
CASPIAN IMPACT INVESTMENTS PRIVATE LIMITED
hited company Incorpo6ted lnder rhe Compahies Acl, i956
(tom.dt t.@n a! B€llreth.f Mldonnance Fun.t Pnvab LtFit d)
A private
R.g. Oftico:3d Floor, 8-2-596/5/a/1, Road No 10, BanjaE Hirrs, Hydefabad - 5OOOS, Terang.na, InoE
Corpo.ate ldontitic. on
N!mb.. U65993AP1991PTCo13491; D.to of Inco.poretio.:
cont cr PeBon:Ms saranya aaraji, companySecrelary
November 25, 1991
Tolephone No.: +91 40 6629 7100: Emalli comoharcerocasolan m:Wobslto: lww esoian
rn
fhis hfolm.ttoa ncmonndun is Wparcd in accontance with the ,ppticzbte prcwsions ot the SEBI (tssue add ustug
ot Oebt Secu.ltles) Reguhtion, 2008, SEAI (ssue add Ustidg ot Oebt S..utties) (Aden.nnent) Rcautatioo, 2t 12 and
Section 12 ol the Companies Act 2013 rcad with tha Co'|panies (Prcspectus .od Attotnent ot Secud/eq Rdas, 2ota.
Prtale placement
ot 3,361 listed, .ated, secured and redeomable
.on-convenibb debenlures ('oobent!rca') oi lhe la@ value
ot INR 1o0,ooo/- each, 6sued al a discounl ol INR 2 000 p€r Deb€ntlrc. a99fegating to INR 336
ISS'.lE SCHEOULE
I
i
I
lssue Op€ns on:4pd05.2016
lss@ cl8es onrApd05.2016
q*-ed otq9l!ltol!94jq{0!,!91
The
tsiuer.e.erstfie ighlto
6
chango the tssue S.bedule including rhe Oeemed Oate ofAllolment at its sole di.c.etion. wnhoul
giving any rcasons or pnor notce The lssue shall be ope6 tor subscriplio. dunng lhe banking hou's on ea'h dav dunno lne
=
Deriod colered bv the lssue Schedule
CREDIT RATING
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U.itus CaPfi.l Pvl Ltd.
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lllS Md8.ltha !l(wcn)
Coitacl Pe6on: Oeepak snn'vas
Ter +91 80 6723 6,126
Fa) 918C41120309
F,nai d3.n\as@uiituscaPiia'.rF
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stalcnFlnl in lieu ol
cons|l|gd to he
btcchue inte'n,ed tot Nivate ctutitation an't shoutdntt bc
n t@e
subsctiptlan i. Debcntues undat any law lat the hnc bctnq
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d qosPectus rhis ls onlv an informalwt
p'osryctus addat an
Carpian lmpact Inv.itmentt Priv.te Limlt.d
(Fodit..|filr r..Fro@
a,n
t*d. uin /l
- 5oool4, Telangana.
+9i 40 5646 5E84 tmall: [email protected] rww.c.tPl.njn
3rd Floor, 8-2-595/5/8/l, Road No: rc, Eanlara Hills, Hyd€rabad
T +914055297loo / 6545
c|l{ - u5599tAn99lmfi
o5o5
3491
r
400 001
contact Pelsonr Anialee Alhatye
Tel: r9l 221080 ?015
Mr (iinc$ JadhN
llcte: rhis '.r)matioa Memotsnelun I ne|lnot a .'ospeclus
lDBlTrusleeship
UJJ!
Li"t ltrridc Irdir trl l.imil.d
( .1ll. l'{ualalSrlli Mrlls ('unF)utut
No 9/3 Richmond Road
Bangalore 560 025
tJebsile
t(a-i
LtNK INTIME
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Oaie: March 31, 2016
Sorial No.:
INFORI{ATION IIIEMORANOUIII
---
CASPIAN IMPACT INVESTMENTS PRIVATE LIMITED
A p vate
companv incorporated
hiled
uiderihe Compairres Act 1956
PrtvaG Limited)
(fomeny known a3 BEllwether Microfinance Fund
_
TeLangana lnola
Nor 1o sanjara Hills Hyderabad 500034
Reg. office: 3d FLoor. 8_2 596/5/8/1 Road
of tncorpor.tion: November 25 1991
U65993AP 1991PTC013491 i oate
CortoEte ldentitlcatroo Number:
Secreia'v
conlact PeFon: Ms saranva Balaji Companv
website: ws/w'casDran
ini
71 OOI Email: comDliance@casoian
n
T6leohone No.: +91 40 6629
,^visio* oI rhe sEBr (tssue and usring
preparect ,D accordance with he appricabre
is
Menodn.rum
lnfomarion
fhis
(Ameldmant) Reg:lation 2012 and
ustiog ot Debt Secutities)
Regutat"''
2011'
ot Debt secunbs)
"OO'' "*'
"tttthe"ticonpan;es ercsp*tus and arotment of secutities) Rutas'
read ,.tnh
2o1i
Act
conpanies
the
12
or
sectiod
Prvate placement
ol3
361
(Debent!res )or lhe lace value
non convedlbe debeniures
lisled rated secureo ano 'edeemable
orrNRlooooor each
issued ar a orscou'tr oi INR
2
9o-q!gglg'ag9e-er9l8iq
j
lssue OPens on: APri!05 2016
lssue Closes on; Aprll05 2016
Deemed Date ol Arroj'194r4Eryq-2919
The
lssler
oi
including lhe Deemed Date
pserves lhe rjght to change the lssue scnedule
prior no''""
siling anv €asons or
'nt '"""" "n'"
o"lo"n
wLiholt
Allohent at itsroLe dkcrclon
&v dunng rn€
o'nnn tnt oanking hou6 on each
'o' "'i""no''on
p€dod covered bYthe lssu€ ScheduE
LsnNG
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rne wrru'
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bc
The Oebenlures are proposed to
,,u**tr*
slcd
Registrar & Tranafer Agent
LrN!:tNT[{E
unltus
l,ink lniinc Indit Ptl Limilcd
Unitus CaP'tal Fri Ltd
rloor
KatseFE Hrnd Second
om!'uno
c rl.lannalal\ilk Mill\(
(wc\l)
I ll s
Mate Bhd'luD
Munbd 4oU 0?3
No 9/3. Richmond Road
Ba.qalore 560 025
c"nla(tchun Mr''McihJtdnar
f"illi5f;[# o***
Tel +91 80 6723 6426 ',"**
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+Sl 80 4! 12 0009
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dsnnNas@ un'tuscaPilar
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'fcl:+912225963818
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TABLE OF CONTENTS
l: RISK FACIORS......
SECTION 2: DISCLAIMER AND CoNFIDENTIALITY.. ... . ..
SECTION 3: AUTHORISATION LETTER.. .. . .. .. ..
SECTION 4: DEFINITIONS & ABSREVIATIONS
SECTION 5: DISCLOSURES.
A Applicable Law
B. lssue Price.. ... ..
C. Date of Allotment
D. Security...
E Debenture Trustee
F Sharing of Inforrnation .............
G. Oebenture Holder not a Shareholdel
H Modification of Debent!1res. ... ...... .
I List of Debenture Holders ... ... .
J Record lJate
K. lv,tarket 1ot........
L. lnterest on Debent!res.... .
IVl. Tax lmpLicatlons...
N. Tax Deduction ai Source (TDS)
O. Debentures ln Dematerialized Form ..
P. lmpersonaton
Q. Transfer of Debentules . ' ,'
R. Assrgnmen!.
S Payment on Redemption
T Callopton...
lJ. Mandatory Prepaymenls . .. .. ,'
V Eligible lnvestors..
W. Eff;ct of Holidays / Business Day convention
X. Notpes .... .. ...
Y. Applications under power ot attorney
z Disclosure clause.. .
" "
AA. f.Jndertaking by the lssuer
,'
Inveslor
''
BB Undertaking by the
.
.
contllct
CC
OO APPloation Process
EE. Payrnent Instructrons
FF Successlon
GG Covenan$
SECTION 6: ISSUE DETAILS
SECTION 7. REPRESENTATIONS AND WARRANTIES ''
SECTION 8r DECLARATION
.. .. 3
SECTION
.. 8
... 12
. ..
...
..
.. ...
'''.'''13
...
.19
...34
,' 35
'
,'
"'
"
35
35
35
"
,'
,'
35
,'36
36
36
36
37
37
,'
"
37
38
" ,' ,'38
,' ,'
'38
38
'39
"
'
39
39
40
40
41
42
42
42
42
,' ,'
43
43
43
44
44
44
52
''' ''"
'64
70
2
SECTION
1:
RISK FACTORS
GENERAL RISK
Investors are advised lo fead the risk factors carefully before taking an investment decisjon in this
offering. For taking an investment decision, the Investors must rely on their examination ofthe lssler
and the lssue including the risk involved. The issue of Debentures has not been recommended or
approved by the Securities and Exchange Board of India ("SEB|") nor does SEBI guarantee the
a@uracy or adequacy of this lnformation l\4emorand!m. Specific attention ofthe Investors is invited
to read the Special Considerations and Risk Factors.
The lssuer believes thatthe factors described below representthe principalrisks inherentin investing
in the Debentures, but does not represent that the statements below regarding risks of holding the
Debentures are exhaustive
The ordering of the risk factoc is intended to facilitate ease of reading and reference and does not
in any manner indicate the importance of one risk factor over another' Investors sho!ld also reed the
detailed information set out elsewhere in this Infolmation Memorandum and reach their own views
prior to making any investment declson
credit Risk & Rating Downgrade Risk
The Rating Agency has assigned the credit ratings to lhe Debentures ln the event of deteriofation
in the financial health of the lssuer, thefe is a possibility that the rating agency may downgrade the
of their
rating of the Debentures. In such cases, potential investors may incur losses on revaluation
per their usual
investment or make pfovisions towards s!b-slandard/ non-performing investment as
norms.
Limited Liquidity & Price Risk
This could limlt
There is no assurance that a deep secondary market will develop for the Debentures
price risk on the Debentures' Even
the abiliiy ofthe Investor to resellthem This leads to liquidity and
place, these secondary transaclrons fi!ay be
if a secondary market develops and sales were to iake
may occur in the interest rate
at a discountlo the price (paid forthe Debentures)due to changes that
slruclure
Oelay, Delinquency and Credit Risk
otnel person
The Debentures represent an obligation of the lssuer and do not represent any
against any person other
associated with the isst-le. No financial recoLrrse is availab e to the Investors
Debenture Payment' the Debenture
than the lssuer. Further, on default by the lssuer to repay the
proceedings for enforcemenl of the
Trustee may in terms of the Debenture Documents iniiiaie legal
in the Debentures on account
Security against the lssuer' The Investors can lose their investments
of default by the lssuer
Risk in relation to the SecuritY
UndertheDebentureDocUments,lneIssuerhasprovidedsecuritybywayofhypothecationofbook
debtsandleceivables'However,theva|ueoftheSeculitymaydecreasefromtimetotimebutsha||'
the Principal Paymenl and Coupon
at all times, bq equivalent to or hlgher than the aggregate of
Paymert lor the next half-yearly per:od
Bankruptcy of the lssuel
lf the lssuer becomes bankrupt or proceedings for winding up of the lssuer are Initiated' then the
Investors may substantially lose their investments. Though the InvestoE shall be tfeated as secured
creditors and are therefore, higher in preference than unsecured cleditors of the lssuer' the same
would not guarantee the recovery of the amounts due from the lss!er'
Curency Risks
The Debentures are Indian rupee denominated instrumenis which may be subject to exchange rate
fluctuations with conseqLlent reductions in the U.S Dollar/ Euro value The lssuer will make all
exposule
oavments to the Debenture Holders in INR and will not assume any foreign currency
Changos in Interest Rates may affecl the Price of NCDa
are su bject to price risk The
All se;urities where a fixed rate of interest is olfered, such as this lssue '
i e when lnterest
price of such sec!rities will vary inversely with changes rn prevailing interest rates'
ratesrise.pricesoffixedincomesecutiesfa||andwheninterestratesdrop'thepricesinctease'The
coupon, days to matuaty and the Increase
extent offall or rise in the prices is a function of the existing
€tes of intercst' which frequently
or decrease in the level of prevailing interest rates' Increased
pricing
likely to have a negative effect on the
accompany inflation and/or a growrng economy, are
the Debentures
Tar Considetations and Legal Considerations
of
to certain types of investors Potential
apply
special tax considerations and legal considerations may
legal' tax and other advisors to determine any
investors are urged to consult with thei' own financial
financial legal, tax and other implications ol this investment
Accounting Considerations
are
to certain types of taxpayers Potential investors
Special acc;untinq considerations may apply
implications of this investment
tneir own accounting advisors to determine
,LuO to
"on"uft "itf,
could impairthe lssuer's ability
in legulations to which lhe bsuer is 3ubiect
MaleialchangG
to moel payment or other obligations'
Law' as well as to changes in government
The lssuer is subject generally to changes in Applicable
could
pnnciples. Any changes in the regulatory framework
regulations and policies and account'ng
a
its future financial performance' by requiring
adverselv affect the profitability of the tssuer or
or otherwrse
restructuring of its activities rncreasing cosls
Legality of Purchase
;:l;i':;J$;5re Debentures wirr be responsible rorthe raw4ur":*::L:.:":::l:::::i":::
;fi#,::lilH:;;:"";;";;il;;;;"'ionor'|rsrncorporarionoriT':1:':;:::::$:
€suratory policv
illllllll";Ll:i;:''l;:" ;i;;;;" investor with anv raw' resuration or
applicable to
rt
Political and Economic Risk in India
derived flom the
and accordlngly all of its revenues are
The lssuer operates only within lndia
in lndia and
oependenl o; prevailing economic conditions
domestic market As a result, ii is hrghly
An
economy
Indian
affected by factors influencing the
its results of operations are significantly
result in
situation, in India and globallv could
economic srtu
uncertaln
uncertain economrc
"nJo*'iin tt'" t"t" or g.owth in the lndian economy could
growth, investrnent and consumption A slo\
"l:il:j^tl:::::]:::1"J1:
result in lower demand
ro!9r94 c!9gr9l!!?!919!!!o!9!!ryqgg99!
a-!9-!r9!9l!9ts E
l\/
slowdown in the groMh or negative groMh ot sectors where lhe lssuer has a felatively highef
exposure could adversely impact its performance. Any such slowdown could adversely affect its
business, prospects, results of operations and financialcondition.
Risks Related to the Business ofthe lssuer
Competitive Marketplace: The lssuer may be competing for the loans that it will make wrth
a number of other sources of debt with similar obiectives As a result, there may be relatlvely
few attractive lending oppodunities at certain times, which could have an adverse impact on
the profitability and viability of the lssuer's operatrons
B
c
The lssuer has adopted cedain policies that are designed to ensure diversification among
are
the various impact sectors. Despite this il several portfolio companies of the lssuer
by
concenkated in one geograPhic area or sector, the lssuer could be severely impacted
wholesale
adverse developments affecting that area or sector. In addition' the lssuer is a
peformance
unfavourable
debt provider and as a resLrlt, may be adversely affected by the
of even a single loan In the portfolio.
debt if they are
Paepayment Risk: Lowef rates motivate issuers to pay off fited income
in interest rates
callable. The unexpected timing of prepayments caused by the variations
income debt po|.dolio
may also shorten or lengthen the average maturity ofthe lssuer'sfixed
if applicable' may
if any. lf left unattended, dritts in the average matuity of the Fund'
adversely affect the expected performance of lhe lssuer'
D.
unsecured and ifthe lssler is unable
The loans provided by the lssuerare both secured and
future or ifthe loan loss reseNes
lo controlthe levelof non-performing loans ("NPAs') in the
of the lssuer and results of
are insufficient to coverfuture loan losses, the financialcondition
quallty
and adversely affected Non-performing or low credit
operations may be materially
loans can negatively rmpact its results of operations
Asoflvlarch31,2015andDecember3,1,20,15fo||owingwasthetotalNPA€andoutstand|ng
loansl
Outstanding Loans and NPAS
1
,061 ,924 ,842
9A.34%
1,483.s91272
4 - 6 l\,'lonths
the
ll be able to effectMely control and reduce
The lssuer cannot assure that the lssuer w
nonportfolio The amount ofthe lssue/s reponeo
level of the impaired Loans in its tota oan
|.:'Yn:1,9'.-"Il'11"-lf
performins roans mav increase in the rut!re as "
i,l'1li errect
tssuers contror' Fairure to manase NPAS or
ffiuli::l'ilff t"ilJ;;
;
recove es will result in operations being adversely
llTi]l;
affected
/'
I
The lssuefs cuarent loan loss reserves may not be adequate to cover an increase in the
amount of NPAs or any future deterioration in the overall credit quality of the lssuer's total
loan portfolio. As a result, if the quality of the lssuels total loan portfolio deteriorates the
lssuer may be required to increase the loan loss reseryes, which will adversely affect the
lssuer's flnancial condition and results of operations The lssuels portfolio companres are
institutions that primarily engage with the poor/low income/excluded population who might
be vulnerable if economic conditions worsen or growth rates decelerate in India, or if thete
afe natural disasters such as floods and droughts 'ifl areas where the lssuefs portfolio
credit
comDanies ope.ate. Ivloleover, thele is no precise method for predicting loan and
losses, and the lssuer cannot assure that the lssuefs monitoring and risk management
procedures will eftectively predict such losses or that loan loss reseftes will be sufficient to
or poor
cover actual losses. lf the lssuer is unable to control or reduce the level of its NPAS
operations
credit quality loans, the lssuefs financial condition and results of the lssuer's
could be materially and adversely affected
small business financing or
Lending to the financially excluded, in the form of microcredit or
wlth other forms of
micro-riortgage loans poses unique fisks not generally associated
increased levels of NPAs and
lending in India, and, as a result, the lssuer may experience
rehte; provisions and write-offs that negatively impact results of operaiions
Thelssuer'scolemissionistoplovideloanstoimpactinstitutionsinc|uding,rnleral,a,
and houslng finance and
microfinance institutions, small business financing institutions'
other services to lhe poo low
development companies that provide financial and
populatlon The lssuer also makes loafls to
income/financially excluded segments of the
value chain thal deal primarily with
iaau"", "oap"n,"" "nd SMEs in the food & agriculture lssuels podfolio companies are
of the
small and marginal farmers. The members or clients
lndia' who
income families/entrepreneurs living in ru€l and semi-urban
lpicatty pooVtow
have|imitedsourcesof|ncome.sav|ngsandcredithistories.Anydownturnintheareaof
it t"to""
loan repayments
adversely affect the ability of members to make
""uld
""o",rt
onti."totr,"t".uur"portfo|iocompaniesandcouldintulnnegative|yimpacttheIssuer's
pose a higher
lssuer,s portfolio companies
;perations. As a result, the members/clenis ofthe
and mole establlshed credl
rist of Oetaut tnan borrowers with greater financial resources
with better access to education employment
histories and borrowers hvrng In uroan areas
precarious circilmstances of these ultimate
lpportunities, and social services Due to the
and non_traditional lending practices
memberVc|ents of the lssuels portfolio companies
may' in the future' experience Increased
adopted by these portfollo companles Ine lssuer
negatively impact
loans and related provisions and write-otfs that
L"Jn
" "'""-O"n"r.tg
ano resutf, or operations The lssuer has separaled -1":-t:T,::"^tlt-':":
;";;"i^"""
of the customer' A credit enhancement
department. This helps in better creolt evaluation
debts of the portlolio
i"OO"* ot way of hypothecation of underlying book
The
and or mortgage of immovable Property
""1i0""r"""J.*""abtesimacnineries
by internal credit evaluation
abilitv to repay tle loan is taken cafe of
and intention to repay ls
taken care of by the collaterals obialned'
approvals for conductlng
lssuer requires certain statutory and regulalory
:::i-::,:::
n't*
toobtainorretaintheminatime|ymanner,orata|l.mayadverse|yaffectoperalons'
f$v
\t
I
6
India are subject to strict regulation and
Non-Banking Financial Companies ('NBFCs")
'n
supervision by the RBl. The lssuer being a NBFC, requires certain approvals, licenses,
registrations and permissions for operating, including registration with the RBI as a NonDeposit Accepting NBFC ('NBFc-ND) Further, such approvals, licenses rcgistrations and
permissions must be mainlainedkenewed over time, applicable requiremenls may change
and may not be aware of or comply with all requirements all of the time In partlcular' the
lssuer is required to obtain a certificate of registration for carrying on business as a NBFC
that is subject to numerous conditions. lf the lssuer fails to obtain or retain any of these
aDorovals or licenses, or renewals thereof, in a timely manner, or at all, business may be
adversely affected lf the lssuer fails to comply or a regulator claims we have not complleo
and
with any ofthese conditions, its certiticate of registration may be suspended or cancelled
ihe lssuer shal! not be able to carry on such activities
loss reserves which may
lssuer may be required to increase capital ratio or amount of loan
busiiless and results
result in changes to business and accounting practices thatwould harm
of operations.
assets ratio regulalions
The lssuer is subject to the RBI minimum capital to risk weighted
Pursuanttosection45-lcoftheRB|Act'everyNBFC|srequiredtocleateareservefL]nd
profit every year' as disclosed
and transfer thereto a sum noi less than 20 O% of its net
In
is declared
the profit and loss account and before any dividend
other financial ratios and standards'
The RBI may also in the future require compliance with
future may require alteration of its
Comptiance with such regllatory requirements in the
materially harm its
accounting pfactices or take other actions that could
ir"i*""
"nO
business and ope€ting results
MARKET RISK' INCLUDING INTEREST RATE
THE INVESTMENTS SHALL BE SUBJECT TO
AND Loss oF
nrsx, ExcHANGE RlsK, PosslBLE DELAYS lN REPAYMENT
nisr, iniorr
INCOME AND PRINCIPAL INVESTED
srbility for and confirms that this
c:""'*,:1]l:"1:?:ii::
as on date ano ro the best of its knowledge
ar rvw
Memorandum
lnTormauorr rvrcrrrur
lnformation
the lssue' that the informatlon
the lssue' which rs material in the context of
*n1rdl" rn" ,"*er
and is not
is true and correct in all material aspects
contarned in the Informalion lflemorandum
honestly
opinions and intentions expressed iherein€re
misleading in any material respect, that the
or any
awhole
as
omission ofwhich makes this document
held and;atthere are no other facts, the
Intentions misleading in any malenal
o|.,he expression of any such opinions or
"-
oi"*i
respecl 'nto|.t",,on
v
7
SECTION
2:
OISCLAIMER ANO CONFIOENTIALITY
ISSUER'S DISCLAIMER
This lnformation Memorand!m has been prepared soely to give genefal information regarding the
lssuerto selected investors proposing to subscribe to the Debentures and itdoes not purportto contain
all the information that any such party may require. The lssler does not undertake to update thts
lnformation lvemorandum to reflect subsequent events and thus it should not be relied !pon without
first confirming its accuracy with the lssuer. This Information Memorandum is not intended to form the
basis of evaluation for potential Investors to whom it is addressed and who are willing and eligible to
subscribe to the Debentures
person
This lnformation Memoranclum is noi intended for disvlbution and is for the consideration of the
by
to whom it is addressed and should not be reproduced by the addressee lt cannot be acted upon
any person other than to whom it has been speciflcally addressed
This|nformationMemorandumisnoiintendedtoprovideanybasisforanycreditoranyother
made) thelf own
evaluation. Potential lnvesto(s) are required to make (and will be deemed to have
potential investors to have obtained all
independent evaluatlon and judgment. lt is the responsibility of
consents, approvals
or authorizations required by them to participate in the Debentures The
guarantee the accuracy
Debentures have not been rccommended or approved by SEBI nor does SEBI
/ purchasing the Debentures' potentlal
or adequacy of this Information Memorandum By subscribing to
not owe them any duty of care
inveslors shall be deemed to have acKnowledged that the lssuer does
otficers or employees or advisors shall
in this rcspect. Accordingly, the lssuer or any ol their respective
loss or damage sufiered or inclrred by any
not be held responsible for any direct or consequential
fiom anything expressly or implicitly
recipient of this Information lvlemorandum as a result of or arising
orany information received by the recipient
contained in or referred to in this Information Memorandum
in connection with the Debentures.
purposes relating to this transactlon
This lnformation Memorandum has been prepared for informational
used for only the purposes set forth above The
only and upon the express underclanding that it will be
or warranty as to the accuracy oI
lssuer does not make any express or rmplied representation
available !n connection with any fudher
completeness of the informatlon conhlned helein or made
and anyone placing reliance on any source of
invesligation of the projects undertaKen Dy ihe lssuer
disclaims any and allliability which
information would be doing so at thelrown;isk. The lssuerexpressly
may be based on such information
time does not imply that the information in it s
The delivery of this Information Memorandum al any
cover page hereof or that there has been no change
correct as at any time after the dale sel out in the
status or affairs of the lssuer or [s
in the operation financial conclltlon, prospects creditworthiness'
sponsors since thal date
lllemorandum are based on assumplions
All projections and forecast' il any, In this lnformation
in economic
may be materially affectecl by changes
considered to be reasonable butthe actualoutcome
implied)
No leplesentation orwarranly (express or
and other circumstances, whlch cannot De foreseen
contained in this Informatlon
is made that any proiection, lorecasl, assumpiion or estimate warranty is made to the future
and no represenlation or
lvlemorandum is accurate or wLll be acnleved'
of this Information lvlemorandum
puio|.tun"" ol. pofi"V of the lssuer' The reliance that the recipient
for its own judgment'
ilces upon the prolections and forecasis is a matter
No person has been authorized to give any information or make any representation not contarned In
this Information l/lemorandum and, if given or made, any such information or representatJon may not
be relied upon as having been authorized by the lssuer
The information contained in this Informalion Memorand!m may include results of analyses from a
quantitative model wh ch represent poiential future events that may or rnay not be realized and is not a
complete analysis of every material fact representing any product Any estimates included hereln
constrtute our judgment as of the date hereofand are subiect to change without any notice
any time
This lnformation lvtemorandum may not be photocopied' reproduced or distributed to others at
prior
consent ofthe lssuer. {Jpon requesl, the recipient will promptly return all
written
without the
mateial received from the lssuer without retainlng any copies thereof' all in accordance with sucn
decides not to
confidentiality provisions hereof. lf any recipient of this Information Memorandum
Memorandum
padicrpate In the Debenture issue, the recipient must promptly return this Information
information statement' notlce' oplnlon
and all reproductions whether in whole or in pad and any other
thereto or recelved In
memolandum, expression or forecast made or supplied at any time in relation
the confidentiality provisions hereof
connection with the Debenture issue to the lssuer and abide by
ThisInformationlllemoGnd!misissuedbythelssuerandsignedbyitsautholizedsignatory'
DISCLAIMER CLAUSE OF THE STOCK EXCHANGE
has been filed with the BSE in ierms of the SEBI
As required, a copy of this Information Memorandum
understood that submission ol this Informatlon
Debt Listing Regulations
lt is to be distinctly
or construed to mean that this lnformatpn
ilemorandum to the BSE should nol In any way be deemed
Memorandumhasbeenrev|ewed'c|earedorapprovedbytheEsE,nordoestheBsEinanymanner
of any of the contents of lhis Information
warrant, certify or endorse the correcmess or completeness
will be listed or will continue to be listed
lvlemorandum nor does the 8St warranl that the Debentures
for the soundness of theJinancial and other
on the BSE; nor does the BSE taKe any responsibility
conditionsofthe|ssueritspromoteG'itsmanagementolanyschemeolprojectofthelssuer,
DISCLAIMER CLAUSE OF SEBI
thrs
Regulations it is not shpulated that a copy of
As per the provislons of the SEBI Debt Listing
is
to
lt
o;submrtted to the SEBI lor its review / approval
lnformation Memorandum has to be flled with
bedistinct|yunderstoodthatthls|nlormat]on|vlemorandumsho!|dnotinanywaybedeemedo|.
is not recomm-ended orapproved
n""" o"* approved or vetted by SEBI and that this lssue
proposal for
either for the financial soundness of anv
""""nr"Oii
by SEBI SEBI does not take any responsi;ility
of the statements
proposed to be made or lor the correctness
which the Debentures issued ihereol ls
to file
Memorandum However the lssuer undertakes
made or opinions expressed in this Intormation
Date of Allotmen!
with SEBI wthin 30 days from the Deemed
this Information Memorandum/ Offer Letter
2013 and the rules thereunder
as per the provisions of the Companies Act'
,i. /
DISCLAIMER IN RESPECT OF JURISDICTION
flV
\
9
titled Eligible lnvestors' of this
Infomaiion Memorandum, who shall be specifically approached by the lssuer. This Information
Memorandum does not const ute an ofter to sell or an invitation to subscribe to Oebentures offered
This Issue is made in lndia to Investors as specifled under the clause
hereby to any person to whom it is not specifically addressed. Any disputes arising out ol this lssue will
be subject to the non- exclusive jurisdiction of the couds and tribunals at Hyderabad. This lnformatnn
Ivlemorandum does not consiitute an otfer to sell or an invitation to subscribe to the Debentures hereln
in any other judsdiction to any person to whom it is unlawful to make an offer or invilation in such
jurisdiction.
DISCLAIMER IN RESPECT OF RATING AGENCY
Ratings are oprnions on credit quality and are not recommendations to sanctron, renew, disburse or
recall the concerned bank facilities or to buy, sell or hold any security The Rating Agency has based
its ratings on information obtained from sources bel|eved by it to be accurate and reliable The Ratrng
and
Agency does not, however, guarantee the accuracy, adequacy or completeness of any inlormation
Information
use
ofsuch
from
the
is not responsible tor any errors oromisslons orforthe resultsobtained
pad a crcdit fating
Most enlities whose bank factlities/instruments are rated by the Rating Agency have
fee. based on the amount and type of bank facilities/lnskuments
DISCLAIMER CLAUSE OF THE SOLE ARRANGER
complete compliance wth
The lssuer hereby declares that rt has exercised d!e-diligence to ensure
of the Sole Arranger wlth
prescribed disclosure norms in this Information Nlemorandum The only role
placement ol the Debentures on the basis of thls
respect to the Debentures is confined to arranging
limiting the foregoing' the Sole Arranger
lnformation Memorandum as preparecl by the lssuer' Without
merchant bankel or other
is not acling, and has not been engaged to act as an undeMriter'
responsible for the truth accuracy and
intermediartwith respectto the Debentures The lssuer issolely
Memorandum Neither is the Sole
completeness of all the information provided in this lnformation
scrutinizing or vetting lhis Information
Arranger responsible for preparing clearing, approving'
any due-diligence for veritjcation of the
MemoEndum, nor is the sole Arranger responsible for doing
Info'mation Memorandum The Sole Aranger
truth, correctness or completeness of the contents of this
lt
completeness ofthis Information Memorandum
shall be entitled to rely on the truth, corredness and
by the Sole
s to be distrnctty understood that the aforesald use of thls Information Memoranduml\'emorandum
to mean that the Information
Afianger should not in any way De deemed or construed
vetted by the Sole Arranger' Nor should the
has b-een prepared, cleared, approved, scfutinized or
be deemed to have been warGnted certified
contents of this Information Memorandum in any manner
correctness or completeness thereof Each leclplent
or endorsed by the Sole Arranger as to the truth'
feasonableness or completeness of the
must satisfy itself as to the accuracy, reliabillty' adequacy'
lnformation Memorandum
review on behalf or for the benefit of the
The Sole Arranger has not conductecl any due diligence
Each of the Debenture Holders should conduct
Debenture Trustee or any of the Debenture Holders'
suchduediligenceonthe|sslerandtheDebenturesasitdeemsappropliateandrnaKe|tsown
independent assessment thereof
express
not constitute a representation orwarranty'
Distribution of this Information lvlemorandum does
and opinion"
or implied by the Sole Arranger that the Information
Arranser does not undertake to notifv anv
t"j:li
iliiffi;':;#"|;,iui""'ru,no,""or..
rhe sote
:1i::-,T:i:',:::i,iT:
of the Sole Arranger after the date of
recipient of any informatron coming to the attention
h/
t)E lnformation
10
lvlemorandum. No rcsponsibility or liability or duty ofcare is orwillbe accepted by the Sole Arranger for
updating or supplementing this Intormation Memorandum nor for providing access to any additional
information as fudher information becomes available.
Neither the Sole Arranger nor any of their respective directors, employees, ofticers or agents shall be
liable for any direct, indirect or consequential loss or damage suffered by any person as a result of
relying on any statement in or omission frcm this lnfofmation lvemorandum or in any olher information
or communications made in connection with the Debentures
The Sole Arranger is acting for ihe lssuer in relation to the lssue of the Debentures and not on behalf
of the recipients of this Information Memorandum. The receipt of this Information l\,emorandum by any
recipient is notto be constituted as the giving of investment advice by the Sole Arrangerto that recipient'
nortoconstitutesucharecipientacustomeroftheso|eArranger'Theso|eAlrangerisnotresponsib|e
nof for
to any other person for providing the protection afforded to the customers of the Sole A(anger
providing advice in relation to the Debentures
Each recipient of this lnformation l/lemorandum acknowledges that:
A.
and has received all
each fecipient has been afforded an opportunily to reqlest and to review
additionalinfo|mationconsideredbytherecipienttobenecessarytoverifytheaccuracyofor
to suoolement the information contained hereini and
B.
with its investiqation of the
such recipient has not relied on the Sole Arranger in connection
accuracy of such Informaton or rts Inveslment declslon
ISSUE OF DEBENTURES IN DEMATERIALISED FORM
has made ar€ngements with the
The Debentures will be issued in dematerialized form The lssuer
form lnvestors will have to hold the
Depositories for the issue of the Debentures in dematerialized
provisions of Depositories Act The lssuer shall take
Debentures in dematerialized lorm as per the
beneliciary account maintained by the Investor
necessary steps to credit the Debentures allotted to the
Allotment to Investors on the Deemed Date of
with its depositary participant The lssuer will make the
accompanying documents and on realization of
Allotment after verification ofthe Appllcatlon Form, the
the application moneY
'11
SECTION
3:
AUTHORISATION LETTER
Date: March 28, 2016
To: Unitus Capital and/or any of its affiliates (the "Arranger")
Dear Sirs:
lssue of Secuaed RatEd Listed Redeemable Transferable Non-Convertible Debenturea, at a
discount, on a P.ivate Placement ba6i5 (tho "oebentures")
We, Caspian lmpact Investments Private Limited, formerly known as Bellwether Microfinance Fund
Private Limited (the "lssuei'), refer to the information memorandum dated lvlarch 31,2016 (he
"lnfomation Memorandum") in connection with the Debenturcs proposed to be issued by the lssuer'
Weconfirmthat.asatthedateofthis|etter'thefactua|informationcontainedinthe|nformation
such
Memorandum is true and accurate and no factual inlormation has been omitted that renders
respect and
information contained in the Information Memorandum untrue or inaccurate in any material
have been
any financial forecasts and projections contained in any part ofthe Information Memorandum
to be fair
lssuer
prepared on the basis of recent historical information and assumptions believed by the
of opinion statements and estimates set forth and reflected in the
and reasonable. All exprcssions
ln addition' we
lnformation Memorandum have been made by us after dle and proper consideration
Memorandum' the omission ofwhich
are not aware of any information not contained in the lnformation
in any material
wolld lead to the lnfomation Memorandum being inaccurate, untrub or misleading
comply with all Applicable Laws and
respect. we further confirm that we are in compliance and shall
regulations in rclation to the proposed issle of the Debentures
Information l/lemorandum to those
We authorize you and/or your afflliates to deliver copies of the
propose participation in the Debentures We
specified pers;ns identified by us/ you from whom you
of your and their officers employees'
agree lo indemnify and hold you, your alllliates and each
all losses' liabilities'-damages' clalms'
rJpresentatives, and agents harmless from and against any and
you or your affiliates' offlcers employees'
costs or expenses whi;h may be imposed on or incurred by
or misleading statement contained in
representatives, and agents as a result of any inaccurate, untrue
ofany materialfact which is necessary to make
the lnformation Memorandum orcauseo oy an omission
not misleaclrng'
any of the statements contained in the lnformation Memorandum
governed by, and are to be construeo |n
This |etter and a|| c|aims alising in connection with it are
jurisdiction of the courts and tribuna|s at
accoldance with, Indian law We submit to the non-exclusive
in connection with this letter
Hyderabad for the resolution of any dispute arising
Yours faithfullY,
Fot and on behalf of
Caspian lmpact Investmenb Private Limited
By:
Name: S. Viswanatha Prasad
Title: Managing Director
#
12
SECTION
4:
DEFINITIONS & ABBREVIATIONS
i,Ieans (i) The (lndian) Companies Act, 2013 (to the extent notified
on the relevant date)t and (ii) the (lndian) Companies Act, 1956 (to
the extent enforceable on the relevant date) and wherever
applicable, the rules framed there under and any subsequent
amendment of re-enactment thereof for the time berng in force.
Means, with respect to any Person, (i) any other Person that is
Affiliate
directly or indirectly controlled by, under common conhol wilh, or
controling such Person; (ii) any other Person owning beneficially
of controlling five percent (5%)or more ofthe equity interest in such
Person; (iii) any officer or director of such Personi or (lv) any
spouse or lelative of such Person. As used herein, the term
"control' means possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a
Person, whether through the ownership ol partnership interests or
v9!!ggl:!I!9!,.lJy
AlLoVAllotmenVAllotled
Applicable Law
contract or otherwise
Unless the context otheNise requires or implies, the allotment of
the Debentures pursuant to the
lvleans and includes all applicable statutes' enactments or acts of
any legislative body in India, laws, ordinances rules, bye-laws
regulations, notifications, gtlidelines' policies, directions, directives
lssue _--
and orders of any Governmental Authority and any modificatlons
Apph."ti""
F"-
9rJ9-e!99!q9!El!9l99!-
fU".a* tn" lorm used by the recipient of this
Informat'on
which
Memorandum, to apply for subscription to the Debentures'
as
marked
and
to this Information Memorandum
is annexed
Annexurc 1.
than a Saturday and Sunday, on which the
banks located in Hyderabad lvlumbaiand/ or
8us ness Day
f,r|a*"
c0sL
sinqapore are open f or bus,!"j9!gll!9-I9ll9l!g!!l!g-!9!!1Ivleans the Central Depository Services (lndla) Llmlleo
Consent
OuV, other
"
principal commercial
permlt'
Means any approval, consent license, registration'
orto any
ratification. waivef, notice orother authorization oforfrom
be requrred
Person, Including a Governmenlal Auihonty that may
(i)
execution of the Debenture Documents and the
for
the
Corrupt Practices Laws
ano
consummation of the transactlons contemplated thereunder'
(ii) cafrying on the lssueis business in a lalvful manner'
tn" 0noiun) prevention of corruption Act' 1988 (b) the
Coupon Payment
relating to bribery' kickamended, and (c) any otherApplicable Law
backs or similar business practrces
Means the fixed interest on tne ouFranorrrg
r*n" iu-)
(Ljnited States) Foreign Corrupt Practices Act
A86 pet annum payable on May 30 and
till tle Redemption Due Date
Jlqvglqe!?qoj eaclEai
Coupon
ine-OateE on wnicl any Coupon Payment or Default
Debentures
Coupon Payment Date
ol 1977 as
at
12
payable as pet Section 6
Payment on the Debentures is due and
(/ssL/e Delarls)
--
1
Co!
a
Flxed 12 08% p
n Rate
I\leans
the
netofalTaxes
current account bearing account
number
o'18305002658 and name 'caspian lmpact Investments Private
Limited", opened and maintained by the lssuer with lclcl Bank
Currenl Account
Limited at its Wall Street Plaza, 1-11-256, Begumpet Branch,
bad
-
500016, Telan
Participant ldentification Number
Means up to 3,361 listed, rated, secured and redeemable nonconvertible debentures of the lssuer' of the Face Value, each
I Debenture/s
Debenture Documenis
Debenture Holder(s)
issued at discount of INR 2,000 per Debenture' aggregating to INR
336.100,000 berng lssLred n one or more serles / lranche on a
ent bas s to alottees not exceedingl00]n numbet
Means collectively, this Information lvlemorandum' the Debenture
ol
Trust Deed, the Debenture Trustee Agreement and the Deed
Hypothec€tion and all other undertakings' agreemenls'
instruments, indentures, deeds, writings and other doc!ments
Into'
(whether financing, security orotherwise) executed or entered
Debenture
or to be executed or entered Into' by the lssuer' the
in relatlon' or
Trustee or any other Person as the case may be
pertaining, to the lssue of the Debentures and the transactlons
lated under the Debenlurc Documents'
a*ns the persons who are for the time
th"
k"*{"-"d
the
being and kom trme to time' the holders oJ
iio""|." ri"t"a
in
t|'"
O*"111'"-"-,iil^
|."gister of Debenture Holderc as the holders
such Debentures are held in physlcal
of the Debentures where
of beneficlal owne6
form, or whose names appear in the register
Debentures are neld In
maintained by the R&T Agent, where such
means each such
O"tut"rl"'O"O form and 'Debenture Holdei
P!t:11
Debenture PaYment
codpon Payments the Principal Payment
amounts
Coupon Payment if any and any other
of
Debenture Holder as per the terms
---in"rrc"i]nu
[""n"
-l.rd""
"no
tn" O"f"rft
pavaol tv t'e
fs"l.re|. to any
the Debentures
Debenture Trustee
f,,l.
e
frrJ""J" s"tu""t
fitnited
a company incorporated
offic€€t
prou,.iona ot the Act and having its registered
Ballard Estate'
sritOing, erounc Floor 17 R KamaniL/larg'
unl., ,n"
n"Ln
being the debenture rustee
Mumbai- 4O0OO1, [4aharashtra, India;
and shall incluoe lts
to be appointed for the Debenture Holders
in terms of lhe
su"c"ssor" and assigns; being appolnted
inio/ to be entered into
Debenture Trustee Agreement entered
oetween tne lssJe'aro the Debenture.T'uslel:
Debenture Trust Deed
l.,t""ns t',e OeI"ntue trusl oeed dated I\'arch
qv
Deed of HYPothecatlon
{!
i""".
oflllotmenl
20'1
6 entered rnto
re rrusree
l!91!!!91 9!ql!9 !9!9!!.
rt'" a""a or hyporhecaton dated March
':l-u
9'n9ns!!
:i
l1^:L
lssuer
receivables on book debts of the
""ine
Oebentures
OeUenture trustee for securing tne
**n"
"i
"r""i'""
rn tavour ot tle
Deemed Date
3'
l\4eans April 5, 2016
14
Default Coupon Paymeni
(two percent) per annum payable
net of all Taxes, on the default amount from the respective Due
Date untilthe date ofactual payment in case ofany delay ordefault
in making ofany Coupon Paymentor Principal Payment on the Due
Date, unless speciflcally waived or permitted to be delayed by the
Debenlure Holdet ir wnting.
Depos tones
Means NSDL or CDSL, collectively, and "Depository' means each
of NSDL and CDSL.
llleans the date on which any Debenture Payment is due and
0ue Date
Encumbrance
Means a default interest of
2olo
payable as per the terms ofthe Debenturc Documents
Means any mortgage, pledge, non_disposal undertaklng' escrow'
power of attorney (by whatever name called), charge, lien or other
security interest securing any obligation ol any Person orany omer
or arrangement having a similar effect, option, pre-
agreement
emptive right, adverse claim, title retention agreement, conditional
sale agreement. co-sale agreenent trusl (other ttle exceptlon of
whatsoever nature)orother encumblance of any kind' ora contracl
any
to give or refrain from giving any of the foregorng including
restriction imposed under Applicable Laws or contract on the
term Encumbel shall
be
INR
Means the equity shares of the lssuef, of face value of
(Rupees Ten only) each
'10
Equity Shares
Exclusion List
list Prov
l4gans the excluslon
Me"ns INR 100 OO0 (Rupees One L
operation of the Business, and the
construed accordinglY
Face Value
-
f"f""ns fZ A*"f""f months period commencing from April
Financial Year/ FY
'1
of a
subsequent
partrcular calenoal yeal and endlng on March 31 of the
calendar yeal.
Tax Act
!49.a!9 !!e lncome
r * rha.cFnled accountinq principles in India
l
lT Act
''
^.".r2llv
lndian GAAP
lnformatron Memorandum
Means thts inlormatlon memoJandum
tnvestment Aovrser Private
Means Casprar
lrict
Investment Advlsor
Lim'ted
-
lrmiied
tvteans Ausiraria-ano New zealard Banh'ng Croup
tne
Branch, who has proposed to subscibe to
tnvegor
Singapore
Deb"ntr*s
Means tnis rssue of lhe Debentures
lssue
I
lssue Closing Date
Date
I l,leans APfll 05, 2016
t;;;;
ihi
,
!!!!e 9!9!r!9
lssuer
having its
under the Companies Ac| 1956 and
10'
Banjara
Road No:
,"gi"L|""o offi"" s'Floor' 8-2-596/5/8/1
I 'n"orpor*"i
"t
lndE
I Hills, Hyderabad - 500034' Telangana
as a
PErrvL' eiiq
Means a failure by S Viswanatha Prasao
^Yv
r"o managlng o rectol ol lhe Inveslmerl Advlsor to
"aa","r
management o'the
I"uot" r"u.t foy. of ns ous'ness t'me to tre
",
lssuer's existing equty
Lsuer Untlr tne comprete liquidation of the
lhe lssuer
and at least 50% of his ume to managing
I
Key Person Event
'""""tt""",
llgrgallel] ,
15
lvajorty Debenture Ho ders
outslandtnq
Means 1 (One) Debenture.
[4arket Lot
N
l19!:a!! tgl!.a]l!lqlc9!1p9n y
BFC
Ivleans the National Sec!rities Depository Limted
NSDL
Non-Pedorming
Means Debenture Holders whose participation or share in the total
outstanding nominal value with respect lo the Debentures
aggregate to more than 750lo (Seventy Five per ceno of the value
of the nominal amount of the Debentures for the time being
Loan
Portfolio
OFAC
OFAC L st
Means all loan assets ot the lssuer with one or more pfinclpal or
interest installments past due more than 30 days expressed as a
percetage of the total outsb
Meansthe Office of Foreign Assets Controlofthe lJ S Ltepanmenl
of the Treasury which adrninisters and enforces economE ano
trade sanctions based on IJ S foreign policy and national secunly
goals agarnst targeted Individuals olganzatrons and foreign
counkies and regimes.
Fersons
llleans ihe Specially Designated Nationals and BlocKeo
OFAC'
by
List and anY other lisis administered or enforced
Council list
including but not limited to the Palestinian Legislative
and the Pad 561
to time and
list in each case as published by OFAC from time
available at hfto://www treasury oov/resource-
center/sanctionsr/SDN-LisuPaoes/defautlt'asox
successor
OFAC Regulatrons
or any official
weoslte
.,
promulgateo oY ur^u cs I rra'
Means (a) the rules and regulations
puoi'"f'"d in Chapter 31' Part 5oO of the Code of Federal
to time' and (b) any Executive orders
i"
n.gufution, from time
on individllals'
aoiinistering or imposing economic sanctions
orqanizations or foreign countries and
Permanent Account Numqer
I Person
Principal PaYment
i
-eans
Means any natural Person' nrm'
venlure Pd rrErr"'P
oarlnerslip. Governmeltal Aulhorily Jolnl
havlng a separate legal
assocrato. or otner enl ty (wnelher o'not
{r-Tflt'#
o;-;
OeU"ntures to
l
I
var'e ot {
J *," out"tu"oing Fa-"e
Date'
tte OeO"nture Holder
on the Redemption Due
Event of Default pror to sucn
except in case of occurrence of an
Principal PaYment Date
l::::t:il-t'"","",;""r
wh,cr. any P,'nc'par
P"v'el-:l
j"""l"i^t1*qj#ffi
classllleo oy u
Deoentures,sduealopari.ll"i]
:he
J
.
lvleans debt Investments
loans' expressed as a
pursuant to its credit policy as "problem
porqorro of tilg
percenlage otthe total outstal0rng
Problem Asset Porfolio
!it!1{--
'nll'i:
Prohibited PaYment
l ot-a"
":;
*rt""
:a;
:l i""#:i:;
;
;ti:,'",:r;:::n
or anyth'rg of value d;rectly or
ot any money
or
beneit ol any otflclal (lncluding to
o'
knows
rf Ine Payor
*" *" or beret't ol any other Personthe
I
other Person woulo
that
I ",
h-". ,"""on"b|" grounds for believing'
authorization of pavn]ent
I
I
^a-r."tru
io o, rot tn" use
""" "rrLn*f.
o
oltut!!a,.tt!*rt
6
for the benefit of any such official), for the purpose of influencrng
any act or decision or omission of any official in order to obtain,
retain or direct bLisiness to, or to secure any improper benetit or
advantage for, the lssuer or any other Person; provided lhat any
such offer gift, payment, promise orauthorization of payment shall
not be considered a Prohibited Payment if it (i) is expressly
permitted by Applicable Laws or (ii) is made for the purpose ol
expediting or secufing the perlormance of a routine governmental
action (as such term is construed under Applicable Law)
Means the Reserve Bank of lndia.
RaUnq Aqen
I\reans ICRA Lrmited
Record Date
Ivleans the date fallinq 5 flve) ca endar da
Redempton Due Date
Registrar / R&T Agenl
lvleans Registrar to the lssue, in this case Link lntime India Private
O!e Dale
Means Janrary 2.2022
Limited
lvleans lnd an Ru
lVeans the Sec!r i es and Exchan e Board of Ind a.
SEBI Debt Regulations
Security
Shareholders
Means the Securities and Exchange Board of India (lssue and
Listing of Debt Securities) Regulation, 2008 issued by SEBI, as
amended from time lo time
The security for the Debentlres as specified in Section 6 (/ssL/e
Meals the snareholoers ot the lssu"r who ar" l,rt"d b"lo*
a. Gray Ghost Microfinance Fund, a limited liability company
b.
c.
d.
incorporated in the State ot Georgia, USA;
Stichting Hivos-Triodos Fonds;
Stichting Triodos Sustainable Finance Foundation;
Nederlandse Ftnanceflngs
Maalschappl
Ontwikkelingslanden NV ("FMO").
lVr. Arun Dugga/, an lndian resident;
f.
Mr. Arjan Jethwani, an Indian residenl;
s.
Ms. Shilpa Sudhakar, an Indian resident
Caspian I mpact Investmen!49"19et!ry9!9!rflgd;
h.
Subscdption Amount
l/eans Unitus Capital Private L miled
Means the amoufts infused by the Investors towards subscription
and allotment of the Debenlures.
Targ"t
S""t""
Tax/ Taxes
lvleans, initrally, I\ricrofinance, Small Business Financing
Affordable Housing and Sustainable Agribusiness, Other Financial
lnclLision Healthcare in India
Means all national, local and foreign tax on net income, gfoss
Income, gross receipts, sales, use, ad valorem, value added,
capital gains, transfer franchise and profits; withholdinq tax; fees,
assessmenls or charges of any klnd whatsoever, including any
surcharge or cess thereon, together with any interest and any
penalties, additions to tax or additonal amount with respect
thereto.
Means a period of 69 months and 28 days from the Deemed Date
ofAllotment ending on January2,2022 un ess othe rwise exte nded
the Debenlure Holder
17
Means Uniled States Dollar
USD
"Us" ''Oul'
Worker
Means, unless the context otherwise requires the lssuer and ds
Rights
subsidiaries and ioint ventures, ilany
I\rean the cono tions as rsted rn Annexure 6.
Requirements
I\reans, with respect to a Person, collectively, (a) individuals that
are employed directly by such Person, and (b) individuals that,
under a project contract, perform continuous on-site work lhat Ls
either {)of subslantial duration or (it) material to the primary
operations of the proiect
Capitalized
terns used but not defined in this lnformation Memorandutn shall have the neanng
assioned to it in the Debenturc Trust Deed.
18
SECTION
5:
DISCLoSURES
The lnformation Memorandum is Drepared in accordance with the provisions of SEBI Debt Lasting
Regulations and in this Seclion, the lssuer has set out the details required as per Schedule I of the
SEBI Debt Listing Regulations
5.1
Documenta Submitted to the BSE
The following documents have been / shall be submitted to the BSE:
A.
for the
Nlemorandum and articles of association ol the lssuer and necessary
'esolution(s)
allotment of the Debentures
B.
C.
Copy of last 3 (Three) years audited annual repons;
D.
E.
Statement coniaining particulars of' dates of, and parties to all material contracts and
agreements;
the lssuer authonzrng
Cedified true copy of the resolution passed by the Board of Directors of
the borrowing and lisl of authonzed slgnalones
lhe
An undertaking from the lssuer stating that the necessary documents for the creation of
frame
including the Debenture Trust Deed would be executed within the time
charge,
F
prescribed in the relevant regulations/actgrules etc and the same would be uploaded on the
website of the BSE, where the debt secunties have been listed, wrthin 5 (five) working days of
execution ot the same,
Anv other Darticulars ordocuments that the recognized stock exchange may callforas I deems
fit.
5.2
Documents Submitted to Debenture Trustee
The following documents have been / shall be submitted to the Debenture Trustee:
Memorandum and articles of associalion of the lssuer and necessary resolution(s) for the
allotment of the Debentures;
B.
Copy of last 3 (Three) years audited annual reports;
c
Statement containing particulars
of
dates of, and parties to all mate al contracts and
agreements;
D.
E
Latest audited
/ limited review half yeariy consolidated (whereve. available) and
standalone
financial information (proflt & loss statement, balance sheet and cash llow statement) and
auditor qualifications, if any;
An undertaking to the effect that the lss!er would, until the redemption of the debt secuntles,
submit the detalls mentioned in point (d) above to the Debent!re Trustee within the timelines
as mentioned in Simplifed Listing Agreement issued by SEBI vide circular No
SEBI/|MD/BOND/1/2009/1 1/05 dated May '11, 2009 as amended frorn time to time, for
furnishlng / publishing its half yearly/ annual result. F!riher, the lssuer shall within 180 (One
Hundred and Eighty) days from the end of the financialyear, submit a copy ofthe latest annual
reportto the Debenture Trustee and the Debenture Trustee shallbe obliged to share the details
su bm itted ! nder th is clau se with all Q ualified lnstitutio nal Buyers and other existing debentu reholders within 2 (two) working days oftheir specific request.
).\ /
#/
19
lssuer Information
S. No.
1
Particulars
Details
Registered office of the lss!er
Casoian lmDact Investments Private Limited
3d Floor, 8-2-596/5/8/1 Road No: 10, Banjara
Hills, Hyderabad
2
Corporate office of the lssuer
5
Compliance officer of the lssuer
Chief Financial Officer of lhe lssuer
Managing
Dllec]glg!!!
ssuer
500031
I98!9e!a,l!qE-
Caspian lmpact Investments Private Limited
3'd Floor.8-2-596/5/8/1, Road No: 10, Banjara
Hills, Hyderabad
3
-
-
500034, Telangana, lndia
Ms Saranya Balaji
l\4r. Lakshmikant PB
l\,,1r
S Viswanatha
Prasad
lJnitus Capital Private Limited
6
Ar€ngers, if any, ofthe instrument
Kaiser-E-Hind, Second Floor,
Eoad. Bangalore
1
Trustee of the issue
-
No 9/3,
Richmond
50
lDBl Trusteeship Servic€s Limited
Asian Building, Ground Floor, 17. R. Kamani Marg,
400001, Maharashka,
Ballard Estate, Mumbai
-
India.
8
Registrar of the tssue
Link lntime India Private Limited
C-13, PannalalSilk lrills Compound, L B S lvarg,
Bhandup (West), Mumbai - 400078, Maharashtra'
India
ICRA Limited,
9
Credit Rating Agency of the issue
4th Floor, SHOBHAN, 6-3-927iA&B Somajiguda,
-
500082'
& Co LLP,
Chartered
Raj Bhavan Road,
Telangana. lndia
Walker Chandiok
Hyderabad
Accountants
10
A!ditors of the lss!rer
7rh Floor, Block
lll, White House, Kundan
Begumpet, Hyderabad
-
Bagh,
500016, Telangana'
Indra.
5.4
A bdef summary of the business/ activities of the lssuer and its line of business
containing at least following informalion:
5.4.1. Ovewiew
with its
The lssuer is a private limited company registered under the Companies Act' 1956
500034
registered office at 3'd Floor, 8-2-596/5/8/l Banjara Hills, Road No 10' Hyderabad with
NBFC
Telangana, lndia The lssuer is registered with the RBI as a non-deposit taking
office in
registration No: BOg 00365 and operates under the purview of the RBI'S regional
Hyderabad
The lssuer has been engaged in the business of providing debt and equty to
microfinanceinstitutionsacrossthecountry.Thelssuerhasnowexpandeditsbusinessactivity
In the
and has initiated an impacl debt program under which it provides debt to institutions
Financjng' Affordable
social impacl space lncluding, inter alia, Microlinance, Small Business
with/ts
in
Housing, Food & Agriculture, other Financial Inclusion and Healthcare accordance
reguEreo
N''/-\'120
\
investment policy as approved from t me to tme.
5.4.2. Corporate Structure
The lssuer is a NBFC registe€d with the RBI The lssuer has appointed Caspian lmpact
Investftent Adviser Private Limited ( lnvestment Advisol) as its investment adviser' The
Investment Advisor provides investment advice and administfative support to the lssuer In
accordance with the Investment Advisory Agreement between ihe lssuer and the Investment
5.4.3. Brief Profile ofthe Directo6 of the lssue.
Designation
Name
otN
06570791
IVlr Theodoor Jacob Hendr k E sen
Norninee Director
01873080
Nominee Director
00574928
lvlr Narayan Ramachandran
lMr S Viswanatha Prasad
00159636
[/lr
Manaqinq Director
ndependent Drrecior
0660611'1
Mathew T tus
Mr. KP Ramesh I\/enon
02028993
I\,4
I\Iahesh Kanumury
ndependent Director
01060954
Ms Suva axmi Chakraborly
ndependent Director
r
ndependent Director
yea's
Key Operational and Financial Palametels' for the last 3 audited
standalone basis
At least covering the following - Consolidated basis (wherever available) else on
5.4.4.
'
nts in INR C
FY 2015
Paaameteas
Tota Debt
Comprising
of
Non- Current lvlatudties of Longterm Borrowings
Short Term Borrowlngs
Current Maturities ol Long_term
FY 2014
7A 47
a2.19
86 15
000
0.00
78 65
000
0.00
000
0.00
000
000
0.00
016
000
000
64 29
40 95
38.56
38 62
27 54
37.38
000
788
0.00
98.93
55 25
39.86
88 76
13 41
2.70
163.20
96 20
18.42
000
1173
000
0.00
3.77
000
0.76
4.46
200
13.31
18.65
(1.77)
0 00%
0.00%
0 00%
0 00%
0 00%
0 00%
59 39%
131.13Vo
88.89%
1 08%
1 77%
6A 47%
132.90%
0.15%
a9.04%
Borrowings
Net Fixed Assets
__.
Non-Current Assets
Cash and Cash Equrvalents
C!rrent Inveslmenls
Current Liabilities and PJovisrolq
I
l^.16r [,lanrdFmcnl
Off Balance Sheet
o.^.i.i^nin^
Assets
_
A W.ite-offs
Profit After Tax
Net NPA (%)
i1.l
Ti-.I1::1::
..^it.l
tt:|
a.le^".^v Rrtio lY.l
A.lFnoa.v Raiio (%)
Total Captal Adequacy Ratio (%)
.
-
FY 2013
084
0.00
21
5.4,5. G.oss
Debt / Equity Ratio ot the lssuer, as on f{arch 31, 2015 and December 31,2015:
3'l-Mar-15
Eefore the issue of debt securities
After the issue of debt securties
31-Dec-15
1 16
1.28
161
1.72
(')
(') Beforc effecting far Capital reduction
5.4.6. Project cost and means of financing,
in case of lunding of new projects
NA.
A brief history ot ihe lgsuer since its incorporation giving details ol its tollowing
5.5
activaties:
5.5.1
Details of Share Capital as on last quarter end, as of December 31, 2015:
Amount (Rs)
Authorized Share Capital
75,000,000
Equity Share Capital
Preference Share Cap ta
410,000,000
Total
lssued. subscribed and Paid-up Share ca
485,000,000
52,6A2,670
share CaDital('
5 200,000
Preference Share
57,882,670
Total
(') Befo.e effecting for Capital Reductton
(') Cumulative Compulsorily Convettible Prcterence Shares
5.5.2
lasl live
llve years:
lor the last
end for
Chanqes in its capital structure as on lasi quarter end,
lssued and
Paid uP
Quarter ended
December 31 2015
Date ofchange
Capital
(AGIVi EGI/l)
(face value)
Padiculafs
The Hon'ble High Court of
Judrcature at Hyderabad for
the State of Telangana and
State of Andhra Pradesh /
Tribunal approved the
December23,2015
10 00
reduciion of equily share
capital of the ComPanY bY
cancelling and extinguishing
520,000 equity shares held bY
Caspian lmPact Investment
Adviser Private Limited at INR
12.34 per share aggregating
tNR 6,4'16,800/-.
During the AG[,/] the
September 30, 2015
August 03,2015
shareholders aPProved a
proposal for reduclion of equity
share capitalof the ComPanY
by cancellng and
extrnguishing 520,000 equity
shares held by Caspian lmpaci
Investment Adviser Private
Limited at INR 12 34 per share
aggregating INR 6,416,8001
June 30, 2015
NA
lvlarch 31, 2015
No Change
NA
No Change
The lssuer undertook buyback
December 31, 20'14
September 05, 2014
NA
of 1,756,089 Equity Shares in
October 2014 constituting 25%
of its paid-up equity capitalat
INR 122.838 per share
aggregating to INR
215.714.461
September 30, 2014
NA
J!ne 30, 2014
March 31 2014
NA
NA
NA
NA
March 31 2013
September 03, 2012
No Change
10 00
No Chanqe
No change
lssue of 520,000 Cumulative
Compulsorily Convertible
Preference Shares
lvarch 31 20'12
NA
NA
No change
ljlarch 31, 2011
NA
No chanqe
lvlarch 31, 2010
NA
No chanqe
<< This paft of the page has been inlenltonally left blank >>
23
5.5.3
Equity Sha.e Capital History ot the lssuer as on last quarter end, lor the last five years:
l''..aidF|''|*ueis|jdfu|dgsrv
io 4t,hF|fl'ndEmlru
Notes (if any)
-
NA
Detail! ot any Acquisition or Amalgamation in the last
5.5.4
1
yeaj
NA
5.5.5
ygar:
Dotaib ot sny Reorganizalion or Reconslruction in the laat 1
Type of Event
Reduction
share caprtal
of
equ,ty
Date of Announcement
December
August 03,
2015
23,2015
Oate of Compl.lion & Oetails
During the AGM, the shareholders
approved a proposal for reduction of
equity share capital of the Company by
cancelling and exlinguishing 520,000
equity shares held by Casplan lmpacl
lnvestment Adviser Private Limited at
Rs 1234 Per share aggregating Rs
gjt6.8091-
To efiect the capital reduction,
lhe
Company has filed a petition before
he
Hon'ble High Court of Judicature of
Hyderabad for the State ot Telangana
and Andhra Pradesh on Octobe.29,
2015.
The Hon'ble Hjgh Court gave its assent
to the petition on December 23, 2015
but the Company received the signed
order in March 2016 only.
Buyback
of Shares
the
lssuer
accordance
Section
68 of
by
September 05,
October2S,
in
2014
2014
with
The lssuer undertook a buyback of25%
of its Equity Shares in October 2014. A
total of 1,756,089 Equity Shares were
bought back by the lssuer at Rs 122 838
per share for a total consideration of Rs
the
Companies Act, 2013
215.714.461.
5,6
Details ofthe ghareholding ofthe
5.6.1
Sharaholdlng pattem ot the lsaud as on l.st quader end, i.e. a3 ot Dgc6mbet 31, 2015:
No
T
l$uo,
Particulats
Caspian lmpact Investment Adviser
Private Limited
2
3
5
a3 on the laleat quatto, ond:
Total No ot
equity
ananta
aha,g! in
domat form
1,103,938
0
20 95%
73
0
0 00%
160.603
0
3 05%
160,603
0
3 05%
,611,493
1 144 919
0
31 73%
0
2173%
115 504
0
851,074
0
16150/o
5,268,267
0
100.00%
Sh lpa Sudhakar
Arun Duqqal
Arlan [ranqharam Jethwan
Grav Ghost Microflnance Fund, LLC
6
Stichtinq Hivos-Tnodos Fonds
7
Stichting Triodos Sustainable Finance
ot
Total
Sharoholding a8
% of total no of
6qultv 3harcs
No
1
3
334/o
Foundataon
8
Nederlandse
FinancieringsMaatschappi voor Ontwikkelingslanden
Total
No
Total No of
No
l
Particulars
Casoian lmoact Investment Adviser
cccPs'
s20 000
of
sharca in
dgmat torm
0
Total
Shareholdlng a8
% of total no of
cccPs
100 00%
5
Prvale Lim ted
520,000
'
100.00%
Cumulative Compulsorily Conveftible Prclercrce Sha/es
Subsequent to receipt of the duly certilied order in March 2016 f.om the Hon'ble High Court ofJudicature
at Hyderabad for the State of Telangana and Andhra Pradesh, the revised capiial structure of the
Company will be as tollows:
Total No of
oqulty
gnar9g
No
Particularc
l
Caspian lmpact Investmenl Adviser
No ot
ahaao3 in
domat fo,m
0
12 30%
13
0
0 00%
160 603
0
3 38%
160 603
0
3 38%
1,671,493
0
35 20%
1.144 919
0
2411%
175,504
0
3 704/a
E51,074
0
11 92%
\?18,16'
0
'100.00%
Private Limited
2
Shilpa Sudhakar
3
Arun D
Manqharam Jelhwanl
Gray Ghost Microfinance Fund, LLC
Stichtinq Hivos Triodos Fonds
Stichting Triodos Sustainable Finance
5
6
1
Foundation
8
Nederlandse
Financierings-
Maatschappij voor Ontwikkelingslanden
Total
No
Particulars
Investment Adviser
lmpact
Caspian
Private Limited
2
Name of ihe Shareholder
Gray Ghost Microfinance Fund, LLC
Stichtinq Hivos-Triodos Fonds
3
Caspian lmpact Investment Adviser
1
Total
Sharcholdlng as
% of total no of
cccPs
520 000
100 00%
s20,000
'100.00%
-
NIL
Llst ot top 'lO holder3 of equity 3har6 of the lssuoi as on the lato3t qua ot end, i 6 a3
of Docembo, 31, 2015:
s.
No
ot
aharca in
domat torm
Note: - Shares pledged or encumbered by the promoters (if any)
5.6.2
Total
Shargholdlng a8
% of total no ot
gqulty 8haroa
Privrte Limiled
1,671,493
0
Total
Sha..holding aa
a % of total no
ot equity Ehaies
31730k
1144.979
0
21.731o
,103,938
0
20.95%
Total No of
Equity
Shares
No
ot
Shares in
demat fotm
6
Nederlandse
Financierings-
lvlaatschappij voor Ontwikkelingslanden
Stichling Triodos Sustainable Finance
5
Foundation
Arun Duqqal
Arlan Mangharam Jethwan
Shilpa Sudhakar
6
7
8
851,074
0
16150/d
175,504
0
3.33%
160 603
0
3.05%
160 603
0
3.05%
13
0
0.00%
Subsequenito receipt of the duly certified order in lVarch 2016 from the Hon'ble High Coud ofJudicature
at Hyderabad for the State of Telangana and Andhra Pradesh, the revised list of top 10 holders of equty
shares of the Companv will be as fo lows:
Total No of
Equity
Sharea
Sharea in
demat form
Toial
Shareholding a8
a % of tolal no
of oquity ahares
Gray Ghost Microfinance Fund, LLC
Stichtinq Hivos-Triodos Fonds
Financierings-
1,671,493
0
35.20%
1,144,979
0
24 11%
Maatschappj voor Ontw kkelngs anden
851.074
0
17.92%
583 938
0
12.34'/a
175,544
0
3.70%
160 603
0
3.38%
160 603
0
3 38%
13
0
0.00%
Namo of ths Shareholder
NO
1
2
No
of
Nederlandse
3
Caspian lmpact lnvestment Adviser
Private Limited
5
stichting Triodos Sustainable Finance
Foundataon
6
Arun Duqqal
n Manqharam Jethwan
7
8
5.6.3
Shilpa Sudhakal
Following details regarding the directors o{ the lssuer:
5.5.3.1 Details of the current diaecto6 ofthe lssuef
Name, Oesignation
Age
Address
and DIN
Mr Theodoor Jacob
Hendrik E sen,
Oetails ot
Di,ector ot
the laauer
srnce
other directorshiP
55
Jan Steenlan 25, JS
Naarden, Netherlands
26-N,lar-13
NI
53
D-51 Sobha lvory ll,7/1
27-Sep-13
.
Janalakshmi
.
.
Financial SeNices
Limited
RBL Bank Limted
Ocean Sparkle
Nominee Director DIN
-
06570791
Mr.
Narayan
Ramachandran,
St Johns Road,
Nominee Director, DIN
Eangalore
-
01873080
-
U soor
560042,
Karnataka, Indla
Limited
,L
27
BeerWorks
Restaurants And
I
Private Limited
Counsyllndia
Genetics Private
Limited
lnKlude Labs
Private Limited
Action Foundation
for Social Services
Fabindia Ove|seas
Private Limated
CINEMAX India
I
Limited
Teamlease
Services Limited
FSN E-commerce
Lrmited
lV. l/lathew Ttus
55
-
001s9636
lvlr. KP Ramesh Menon,
50
-
Apt No. H-'1502, Aparna
Sarovar
Independent Director,
DIN
25-Mar 05
. Sa-dhan
1211
Indexrng
and
Consulting
Limited
Private
New Delhi- 110070,
lndia
Independeni Director,
DtN
D-ll/2163 Vasant Kunj,
26-Jun-13
Nit
26-Jun-13
.
& 13,
Serlingampally Mandal
Kanchagachibowli Village
06606111
Nallagandla RR Dlstrict,
Hyderabad - 500046,
Mr. lvlahesh Kanumury,
Indepondent Director,
DIN
-
50
Telangana, India
E-602, Ad ya Sunsh ne
Energy
lnfrastrudule
lzzat Nagar, KondaPur,
Hyderabad - 500034
02028993
Magrama
Private Limited
. BASIX
Telangana, Ind a
SUb-K
iTransactions
Lrmited
Ms.
Flat No 1607/1608, 1 6'h
Floor, Tower B, Ashok
Tower, Dr. B.A. Road,
Suvalaxmi
Chakraborty,
Independant Dilector,
DtN
-
I\rahafashtra, India
Mr. S. Viswanatha
Prasad, Managang
00574928
Ni
l\4umbai- 400012,
00106054
Director,
25-Mar-15
DIN
49
Flat No. G-4, Nlanabhum
Opus,8-2-614, Road No
11, Banjara Hills,
Hyderabad - 500034,
Telanqana, Indta
15-Apr13
. Equitas Holdings
Limrted
. Equitas
Housing
Finance Limited
L
n8
.
Janalakshmi
Financial Services
Limted
ttl
. Caspian
lmpact
lnvestment Adviser
Private Limited.
lssler to disclose name of the current directors who are appearing in the RBI defaulter list and /
or ECGC default list. if anv - N.A.
'
5.6.3.2 Details of change in direclors since last three years:
Nature
S. No
Namo of the Oiraclor
1
Arun Duggal
2.
S
3
Vrswanatha Prasad
S. Viswanatha Prasad
(')
Steve Hardgrave
lndependent
Director
Vishal Bharat
6
lllahesh Kanumury
7
KP Ramesh IVlenon
8
I
10
Willem Enklaar
PaulDiLeo
Theodoor Jacob
Hendrik Elsen
11
12
f\Eurtu,
lvlarch 25,
lvlarch 12,
2005
2013
00574928
April 15,2013
02189073
February 25,
2010
Nominee Director
Gray Ghost
Microfinance
June 9, 2011
LLC
Whole-lime
Oirector
lndependent
Direclof
Independenl
0irector
Nominee Director,
Suchting HivosTriodos Fonds
Nominee Director,
Gfay Ghost
Microfinance
Fund, LLC
Nominee Director,
Stichting Hivos
Taodos Fonds
Nominee Director,
Suvalaxmi
lndependent
O"*t-.
oo424262
Managrng
Director
Ramachandran
Chakraborty
Reaiqned On
March 1,
2013
00574928
Gray Ghost
Microfinance
Fund, LLC
Narayan
March 25,
2005
DIN
Whole{ime
Director
Flnd
5
of
position
Director
a2610424
February 25,
2010
02028993
June 26,2013
06606111
June
03400884
00160736
06570791
26,2013
September 23,
March 26,
2010
2013
July
16 2A12
01060954
June 26,
2013
March 26,
2013
September 27,
0'1873080
April'15,2013
2013
Active
March 25,
2015
n"aesignated as Managing Diector on December 8' 2014
d,,
5.7
Following details regarding the auditors of the lssuer:
5.7,1
Details ot tha auditor
ofthe lssuer:Audltor Since
April 1,2013
Address
Name
Walker, Chandiok
& Co
7th Floor, Block lll, \Mlite
LLP,
House,
Kundan 8agh, Begumpet, Hyderabad
Chartered AccoLrntants
-
500016, Telangana, Indra
.2
audrtor since
srnce last th
e in auditor
Details of
Name
Address
Auditor Since IFY)
V. SankarAiyar & Co., Chartered
202,301, Satyam Cinema ComPlex
Ranjith Nagar CommunitY Center,
New Delhi- 110008, India
2005-06 to 2012-13
Accountants
5.8
Details of borrowings of the lssuer, as on the latest quarter end:
5.8.1
Details of Sectlred Loan Facilities, as on December 31, 20'15:
Loan
lnterest
Outstanding
Rate
Maturity
ONR)
(%)
Date
Loan
(INR)
13 50%
200,000,000
200,000,000
capital
2 Years
Secured/
S€curity
23-Nov-
of Book Debls
2017
First
up to 12O% ol
Limited
pdncipal
outslandrng
13.50%
100 000,000
100,000,000
Secured
01-Jan-
of Eook Debts
2017
Capital
Hypothec€tron
up lo 10O% of
Limited
pdncipal
oulslandtng
5.8.2
2015:
Details ot Unsecured Loan Facilities, as on December 31'
lnterest
Outstanding
0NRl
(rNR)
SBL,I Bank
0
98,840.000
Rate
Maturily
Secur€di
(%)
Date
[Jn3ecured
1125%
2a-Jan'
NIL
2016
([,lauriUus)
5.8.3
Security
3'l' 2015:
Details ot non-convertible debentures, as on December
crcdi
Date ot
Debentur
€ series
Pedo
12%
5
Coupo
(rNR)
dof
12%
166,000,00
nt
Secured /
Red6mptio
t
n Date /
RaSn
Schedule
09 r!3y
s
o
BBB
Secured
Securit
30
Series
0
1
2414
n of Book
2019
Debts up lo
BMFPL
oI
pincipal
1OO%
2014
outsiandrn9
7
100/o
Seies
1A%
620,500,00
0
'l
02 Nlar
2015
BAB
02'Jan-
Secured
n of Book
2022
Debts up to
CIIPL
100% of
2022
PrinciPal
oulstandrng
5.8.i1 Lbt
ot Top
1O
Debenture Holders (as on December
3l'
Name ot Oebenture Hold-grs
ANZ Singapore Limited, SingaPore
St;chtrng Htvos Tnodos Fonds Nelherlands
s. No
1
2
2015)
Amount (lNR)
620,s00,00!
basis for alloutstanding debentures lssues)
Note: Top 10 holders 0n value terms on cumulative
details should be Provided.
5.S.5Theamountofcolporcteguari|nteeissu.dbythe|ssuela|ongwilhnameofthe
Group comPany' otc) on behaf of
countena y (like name of the subsidiary' Jv entity'
whom it has been igsued'
5.8.6
value of Commercial Papers Outstanding
Details of Commetcial Paper:_ The total face
provided and its breakup in following table:
as on the latest quarter end to be
NA
5.8.7Detai|sofresto|thebo..owing3(i|anyinc|Udinghyb]iddebl|ikefccB,optiona||y
llecemoet r r !u ro as on
Convertible Oebentu'es Preference Shares)
'
NA
'
5.8.8Detai|so|a||defau|Usandlorde|ayinpaymentsofinteleslandprincipdofanykindof
indebtedness including corpotate
term loans, debt secu ties ani other financial
past 5 yoalE'
guarantee igsued by the ls6uer' in the
NA
5.8.9
taken /
laken / debt securities issued wherc
Details ol any oulstanding borrowings
part, (ii) at a Premrum
cash' whether in whole or
issued (i) for consideration other than
ordiscount, or (iii) in pursuance ofan oplion;
NA
t"/
31
5.9
Details of Promoters
5.9.1
Details ot Promoter Holding in the lssuer as on the latest quarter end. i.e. as on
ofthe lssuer:
December 31, 2015:
6/"
Sharea
pledged
with
Total
Shareholding
No
s.
Name of the
No
Shareholders
Caspian lmpact
lnvestmenl
Adviser Private
1
Total No
of equity
aharcs
asa%ot
of
aharog in
demat
fo]m
NIL
1,103,938
lotal no of
oquity
3na106
20 95%
ol
No
rcspectto
snales
of
Sheles
pledqed
owngd
NI
Nl
Limited
High Court ofJudicature
Subsequentto receipt of the du Ly certified order in lvlarch 2016 ffom the Hon'ble
listoftop 10 holders ofequlty
at Hyderabad forthe Slate ofTelangana and Andhra Pradesh, the revised
shares of the Company will be as follows:
oh
Total
Shareholding
No
Name of the
No
1
Shareholders
lmpact
lnvestment Adviser
Caspran
Total No
of equitY
Shares
of
shares in
damat
form
583,938
NIL
asa1ool
total no of
oquity
snales
12.34o/r
ol
Sharos
No
pledged
with
Eapect to
anale9
ownod
of
Shaaes
pledged
NI
Nr
I
Private LLmited
5.10
and Standalone
Abridged version of Audiled consolidated (wherever available)
sheet and cash Flow
Finan;ial Information (like Profit & Loss statement' Balance
qualitications' if any '
statement) lor at least lasi three years and auditor
version of the audited financial statements
Please refer to Patt A of Annexure 2 for abridged
for last three Years ending lvlarch 31, 2015
5.11
HalfYeatly Consolidated (wherever
Abridged version of Latest Audited / Limited Review
Lo6s 6tatement' and
avail;le) and Standalone Financial lnformation (like Ptotit &
Balance Sheet) and auditors qualifications' if any '
version of the audited financial statements
Please refer to Part B of Annex!re 2 for abndged
as on March 31, 2015
5.12
implications on the financials / crg'lit
Any materialevenu development or change having
p'oceedings against the lsauer/promoteF/ tax
qu;lity (e.g. any material
'egulatory
't32
litigations rcsulting in material liabilities, corporate .estructudng event etc) at the time
of issue urhich may affect the issue or the investor's decision to invest / conlinue to
invest in the debt securities.
The lssuer hereby declares that subsequent to the quader ended September 30 2015 the
lssuer had filed a petition on October 29 2015 beforethe High Court ofJudicature at Hyderabad
for the State of Telangana and Andhra Pradesh for reduction of eqlity share capital of the
lssuer The reduction would be effected by cancelling and extinguishing upto 520000 (Five
each held
Hundred and TwentY Thousand only) equity shares of INR 101 (Rupees Ten only)
INR 6 416'800/- (Rupees
by Caspian lmpact Investment Adviser Private Limited aggregating to
six|V|]||ionFourHundredandSixteenThousandandEightHundredon|y)andreturn|ngto
caspjan|mpactlnvestmentAdviserPnvateLimitedat|NR12'34|(RupeesTenon|y)eacn
(subiect lo paymelt ol appl'cable taxes) per equty sl'are
petition filed by the lssuer Atter
On December 23, 2015, the High Couft gave its assent to the
networth of the lssuer was reduced by lhe payout
receipt of the duly ceriified o.der' the
30' 2015
aggregating INR 6,416800 from INR 769776856 as on September
to
INR
763.360,056
5.13
with statement lo lhe effecl
The names of the debenture trustee(s) shall be mentioned
lssuer for his appointment under
that debenturc trustee(s) has given his consent to the
sentto the holde6
regulation 4 (4) and in all the subsequent periodical communications
of debt secuiities.
as Debenture Trustee of the
The lssuer has appointed lOBl Trusteeship Services Limited
Agreementto protectthe rights' interests
Debenture Holders pursuanttothe Debenture Tr!stee
Trusiee shall act in accordance with the
and benefits of the Debenture Holders The Oebenture
to be executed for the Debentures'
Debenture Trust Deed and any otner documents executed/
for
dated March 15 2016 given its consent
lDBl Trusteeship SeNices Lrmlted has by its letter
in
thls
included
and for its name to be
its appointment as a Debenture Trustee to the lssle
periodlcal communications to be sent to the
lnformation l\remorandum and all lts subsequent
Debentures Holders pursuant to ihis lssue
5.14
(not older than one year on the date of opening
The detailed rating rationale (s) adopled
one month on the date ofopening
ofthe issue)/ credit rating letter issued (not older than
ofthe issue) by the rating agencies shall be disclosed
TheDebenturesareratedasBBB{stable)'bylcRALimited(''Rating'Agency'')Theratings
purchase' holo
a recommendation to subscribe to or
are opinions on credit qualty ano a;e not
will remain at the
no assurance either that the rating
or sell or redeem the Debentures There is
or withdrawn
lowered
that the credit rating willnot be
same levelfor any given period oftirne or
21 2016 and
letter from the Rating Agency dated l\4arch
entirely by the Rating Agency Tne
rationale dated March 21' 2016 are attached
the letter settrng out lhe detailed credit rating
of Annexure 3
herewith as Part A and Pad B' respectively
5.'l
5
or a ny other document lette r
secu.ity is backed by a I u a rantee o I lefter of comfort
' does
be disclosed ln case such- document
with similar intent, a copy of the same shall
(procedurc of invocalion ot guarantee ano
not contain detailed payment structure
lf lhe
receipt of payment by lhe investor along wiih timelines), the same shall be dbcloaed in
the offer document.
N.A.
5,16
Copy of consent letler from the Debenture Trustee shall be disclosed
The consent letter dated ['larch 15, 20'16 is enclosed as Annexure 4.
5.'17
Names ot all the recognised stock exchanges where the debt securities are proposed to
be listed clearly indicating the designated stock exchange.
The lssuer undertakes to obtain an in-principle approval from the BSE prior to the issuance of
('WD l")
the Debentures The lssuer shall list the Debentures on the Wholesale Debi Market
oftheBsEsimultaneous|ywiththeissueoftheDebenturesorwithin'15(fifteen)daysfromthe
dateofissuanceoftheDebentules.shouldsuchlistingoftheDebenturesnotoccurforany
the lssuer shall
reason whatsoever within 15 (Fifteen) days from the Deemed Date ofAllotment'
from the Debenture Holders and shall pay the
immediately redeem of buyback the Debent!res
DebentureHo|dersanyanda||interest'redemptionpremium'costsandexpenses(|nc|udin9
Debenture Holders that the
liquidity costs, hedge cosG or olner costs) as determined by the
in the Debentures
Holders may have Incufied in connection with their investment
Debenture
15 days from the Deemed Date of
In case of delay in listing of the Debentures beyond
Allotment'
the|ssuersha||paypenal|nterestofl%paoverthecouponRatefromtheetpiryof30days
Debenturcs to the Debenture Holders
from the Deemed Date of Allomenl till the listing of such
payable in case of delay in listing beyond
Provided however, such penal interest shall not be
fault of the lssuer'
30 daYs from the Deemed Date ofAllotment due to no
5.18
Other details
5.18.1 DRR creation ' relevant rcgulationa and applicability'
the provislons of the Rule 18 (7) 0f
The lssuer is not required to create/ maintain a ORR under
Rules' 20'14'
the Companies (Share capital and Debentures)
5.18.2lssue/inst'umentspecilicregu|alions-re|evantdetai|s(companiesAct'RB|guide|ines'
etc).
A.
Applicable Law
'Ihe lssuer shall lssue tne Debentures In accoldance w'th the provlslons of
L
l
The Act and the rules framed thereunder;
SEBI Oebt Regulatbns;
2013 read with
'
nAi"',-", ofuts ftO) CC No 330/03 10 001/2012-13 dated Jur.e2-l
dated July 2' 2013;
nei circur"r oNes ipol cc No 349/03 1o oo1i2o13-14
dated.February3'
i'.ri"I. neuzolq-,sl+as n P (DlR Series) circular No 71Circular
No 73 dated
,a,, ."J *,* RBI circular RBI/2014-15/460 A' P (DlR Senes)
*ui
February
6,2015;and
I
N'\/
\34
v
RBI Circular DNBR (P0) CC No.021/03.10 001/2014-15 dated Febtuary 20, 2015
lssue Price
B.
The Debentures, of the Face Value, shall be issued at a discount to the Face Value at INR
98,000 per Debenture.
c.
Date of Allotment
The date on which the Allotment for the lssue has been made shall be the Deemed Date of
Allotmen| All benefits related to the Debentures will be available to the allottees from the
Deemed Date of Allotment.
D.
Security
Please refer to Section 6 (lssue Details)
Oebenturc Truslee
Trustee of the
The lssuer has appointed lDBl Trusteeship SeNices Limited as the oebenture
Holders The
Debenture Holders to protect the rights interests and benefits ofthe Debenture
Deed and any other
Oebenlure Trustee shall act in accordance with the Debenture Trust
documents executed/ to be executed for the Debentures
given its consent for
lDBl Trusteeship Seryices Limited has by its letler dated lvlarch 15' 2016
name to be included in this
its appointment as a Debenture Trustee to the lssue, and for its
to be sent to the
lnfo;ation Memorandum and all lts subsequent periodical communications
Debentures Holders purs!ant to th s lssue
Trustee Agreement
The lssLrer and the Debenlure Trustee intends to enter into the Debenture
andtheDebentureTrustDeed,,leralla,specifyingthepowers.autholitiesandob|igationsof
theDebentuleTlusteeandlhelssuer,TheDebentuleHo|de(s)shal|,withoutflrtheractor
to the Debenture Trustee orany of rts
deed, be deemed to have lrrevocaoly glven their consent
of or
do all such acts' deeds, matters and things in respect
agenls or authorized olficials to
in s absolute discretion deem
reiating to the Debentures as the Debenture Trustee may
Holder(s). Any payment made
necesiary or require to be done in the interest of the Debenture
the Debenture Holde(s) shall discharge
by the ts;uer to the Debenture Trustee on behatf of
Trustee will protect the interest
t;e lssuer pro farfo to the Debenture Holder(s) The Debenture
Debenture Payment and yield thereon
ofthe Debenture Holder(s) in regard to the repaymentof
in accordance with the Debenture Trustee
and they will take necessary action, subiect to and
lssuer' No Debent!re Holder shall
igreem'ent anO tfre oeuent;re Trusi Deed, atthe cost ofthe
Debenture Trustee' having become
b;enttled to proceed directly againstthe lssuer unless the
Trustee Agreement and the Debenture
so UornO to proceed, fails to do so The Debenture
remedies of the oebenture Holder(s)
Trust Deed shall more speciflcally set oul the rights and
and the manner of enforcement theleof
F.
Sharing of Inlormation
Laws use on lts own' as
The lssuer may, at its option but sublect to Applicable
Debentu'e Holde(s)
exchange, share or part with any financial or other information about the
banks financial
availab; with the lssuer, with its subsidiaries and Afflliates and othef
institutions,creditblreaus.agencies'statutorybodies'asmayberequiredandneitherthe
be liable for use ofthe aforesald
lssuer nor its subsidiarles and Affiliates nor therr agents shall
information.
Debenture Holde. not a Shareholder
and privileges of shareholders otner
The Debenture Holde(s) shall not be entitled to any right
shall not confer upon the
than those avarlable to them under the Act The Debenlures
to attend and to vote at any general
Debenture Holde6 the right to receLve notice(s) or
meelrng(sj of the shareholders of the lssuer
Modification ot Debentures
to make any amendm"-tO
:t T:1t]Tt""t 'n
The Debenture Trustee and the lssuer wrll agree
Debenture Trustee is of a formal'
the
ol
in
the-opinion
which
Memorandum
a manifest error
minot or technical nature or is to correct
ii","*tJ-
Fortheavoidanceofdoubt'thefo|lowingmattersrequiretheconsentoflllajorityDebenture
of a resolution at a duly
consent in writing or by way
Holders, either by providing thelr expless
Holders:
convened meeting ofthe Debentule
i.
ii.
and
Creating of any additional security;
Documenis
ofthe Debentures orthe Debenture
Amendmentto the terms ano conomons
List of Debenture HoldeE
a list of Debenture
Hold:r:'tl:re:l-1,the close
ro provide
The lssuer shallrequestthe Regrsrar
shall be considered for
Date' ffris snatt Ue the list' which
of business hours on the Record
* the outstanding principal amount of the Debentures
"""#"i"i""roRecord Oate
be
The Record Date' for lhe Debentures shall
Payment Date
5 (five) days prior to each Coupon
and/ or PrinciPal Payment Oate
Debenture Holders
Payment shall be paid to the registered
Principal
or
and/
Paymeni
Coupon
ho,1":,1:::^:* "not"
I negrJtrar and In the case of loinr
recorded in rhe books or tne tssuer
Regiskar' For
;olders marntained by the l<'auer/
ot
oeo"ni;;
register
the
in
first
name stands
in" **o",i
iiu"
3*::'ffi:,",11;
:1,.:'_1hf
business houls on me I
of
2i the close
be the list' which shall be
f'usree ana the lssuer' This shall
forward a copy to the Deo"nture
to lhe Debenture
e"ytenU Principal Payment due
cot'pon
any
of
payment
for
considered
o*"."
:'l
H:"]"f
fi:linF;:
Payment Date respectrvely
Payment Date and/ or Principal
Coupon
ihe
payable
on
Holderc
Co_upon Payment(s) to
make payment of the applicable
not
does
lssuer
the
that
ln the event
"n""
,"r"u"n,tiJpln e"y.enr Date, the ?:oTlu!"-]:utt""
the Debenture Holders on rhe
Payment(s)
of the applicable coupon
pay;ent
have the right to enforc" tn"
"""'nty "no"J"l"
[\./eo
to the Debenture Holder. Any excess amounts received from such enforcement shall be
credited lo lhe curent Accounl of the tssuer
In case of those Debentures torwhich the details of the Debenture Holders is not identified by
the Registrar/ lssuer as on the Record Oate, the lssuerwould keep in abeyance the payment
of the Coupon Paymen(s) or other benefits, till such time that the Debenture Hotders' detaits
are identified by the Registrar and conveyed lo the lssuer, whereupon the coupon or benefitrs
will be paid to the oebenture Holder, as identified, within a period of 5 days from the date of
such notification by the Regisirar.
Wherever the signature(s) of a iransferor(s) Debenture Holder in the intimation sent to the
Registrar is / arc not in ac4ordance with the specimen signature(s) of such transferor(s)
available oh the records otthe Registrar, allremaining coupon payments on such Debenture(s)
wall be kept in abeyance by the lssuer till such time the Registrar is satisfied in this .egard. All
payments willbe made by way ot wire transfer/ any mode of eleclron ic fu nd transier acceptable
to the Investor lf the Coupon Payment Date falls on a non-cleadng day or any day other than
a Business Day, the payment shall be made by the lssueron the next Business Day.
l{a,ket Lot
The market lot will be 1 (One) Debenture
lnteEsl on Debenluieg
The Debentures shall carry interest at the Coupon Rate (subject to deduction of Tax at source
at the rales prevailing faom time to time under the provisions of the lT Act or any other law, or
any other statutory modification or re-enactment thereot on the outstanding Principal Payment
of Debentures from the Deemed Date of Allotment until the redemption thereof, and shall be
accrued and paid on the Coupon Payment Dates, as sp€cified in Section 6 (/ssu€ Dela,Ts).
Please see below forthe orovisions in relation to Tax deduction at source.
Interest on the Subscription Amount shall also accrue at the Coupon Rate trom the date of
receipt of the Subscription Amount by the lssuer, up to one day prior to the Deemed Date of
Allotment. The accrued interest on the Subsciption Amount shall be paid by the lssuer along
with the Coupon Payment on the lirst Coupon Payment Date.
It is hereby clarified that the Coupon Payment shall be made to the Debenture Holder(s) net of
TDS (defined below) such that the Debenlure Holder receives the Coupon Payment at the
Coupon Rate, without any deductions.
Interest shall be calculated based
M.
on
Actual/ Actual" day count basis.
Tar lmpllcatlons
Tax implications applicable to the Debenture Holders would depend upon the nature of the
Debentures / status ot the Debenture Holders. Debenlure Holde6 / Investors are advised io
consult their own legal and tax advisors on the legal and tax implication of the acquasllon,
ownership and sale of the Debentures and ancome adsing thereon.
N
\\
37
N.
Tax Deduction al Source (TDS)
Tax as applicable under the lT Act, or any other statutory modification or re-enactment thereof
will be deducted at source. For seeking TDS exemption/lower rate of TDS, the following
documents would be required to be provided or contimed by the Debenture Holder(s) to the
lssuer at least 30 (thirty) days before the Coupon Payment becoming due and if required, be
submitted afresh annually and/or as and when called upon for the same by the lssuerl
i.
Tax Residency Certificate from the Government of which the Debenture Holder is a
resident ("TRC");
The following additional information to the extent it is not contained in the TRC:
(al
Status (individual company flrm etc.) of the Debenture Holder;
(b)
tc)
Nationality (in case of an individual) or country or specified territory of
rncorporaton or registration (in case of oihers);
Debenture Holde(s)'tax identification number in ihe counky of specifled
territory of residence and in case there is no such number, then, a unque
number on the basis ofwhich the percon is identified by the government ofthe
country or the specified territory of which the Debenture Holdea claims to be a
(ol
resident:
period for which the residential slatus, as mentioned in the certificate referred
lo in sub-section (4) of section 90 or sub-section (4) of sectjon 90A of the lT
Act, is applicable and
address of the Debenture Holde(s) in the counky or specified territory outside
India, during lhe period for which the certificate, as mentioned in (iv) above, is
aoolicable
iii.
o.
Copy of Permanent Account Number (PAN);
Oebentures in Demateaialized Form
The lssuer shall flnalize depository arrangements with NSDL and / or CDSL for
demalerialization of the Debentures. The Investor will be issued the Debentures only in
dematerialized form and dealwith the same as per the prcvisions ot Depositories Act, 1996 {as
amended from time to time). The norma proced!res followed for transfer of securities held in
demateriaJized form shall be followed for transfer of these Debentures held in electronic form.
P,
lmDerEonation
Any person who:
Q.
.
makes in a fictitious name, an application to the lssirer for acquiring, or subscribing to any
.
.
Debent!res, or
otherwise induces the lssuer lo allot or register any transfer of the Debentures, to him or
any other person in a fictitious name, shall be plnishable under the extant laws.
Tranafer of Oebentures
Transfer of the Debentures in demateralized form wouid be in accordance with the rules /
v'
procedures as prescribed by the Depository/ies, DPs ot the transferor / transferee and anyother
Applicable Laws and rules notified in respect thereof.
The transferee(s) should ensure that the transfer formalities are completed prior to the Record
Date. In the absence of the same, coupon/ p ncipalamounts will be paid to the Person, whose
name appeaG an the records ofthe Registrar. In such cases, claams, ifany, by the transferee(s)
would need to be settled with the transteror(s) and not with the lssuer.
The lssuer is issuing the Debenturesonly in the dematerialized form in terms of this Infomation
Memorandum. The lssuer undertakes that it shall use a common form / prccedure for t€nsfer
of the Debentures issued unde. the terms ot this Infomation Memorandum. if at a later stage
there is some holding in the physical form due to the Depository giving re-materialization option
to any Debenture Holder.
R.
Aa3lgnment
The lssuer shall not assign any of his duties or obligations hereunder without the prior written
in
consent ofthe Debenture Trustee, which the Debenture Trustee shall be entitled to withhold
its absolute discretion without assagning any reason wnaGoever'
s.
Paymont on Rodemption
TheDebentureswi||beredeemedatparasdetai|edinthesection6(/ssueDg|ai,s)be|o..v'
payment of
The Debentures held in the dematerialized form shall be taken as discharged on
Holders whose
the rcdemption amount by the lssuer on maturity to the registered Oebenture
Such payment will be
name appea6 in the register of Debenture Holders on the Record Date
On such payment
a legal discharge of the liability of the lssuer towards the Debenture Holders
Debentures from the
ueirig made, ttre tssuerwill inform the Depository/ies and accordingly' the
the lssuers
DP ;ccount of the Debenture Holders will be debited Subject to the atoresaid
payment or
liability to the Debenture Holders towards all their rights including for
cease and stand extinguished only on the Final Settlement Date'
T.
othe
ise shall
Call Option
the obligation' to require
The lssuer shall, at any time after April 05' 2019' have the right but not
or part of the Debenturcs to the lssuer or any Person
the Debenture Hotders to sell all
on each Oebenture
nominated by the lssuer at the Face Value plus accrued Coupon Payment
of
("Call Option"), provided however that' unless permitted under Applicable Laws' in respect
Portfolio
Foreign
as
a
the Debentures that are held by any Person who is registered with SEBI
years from the Deemed Date
lnvestor. the CallOption cannot be exercised within a period of3
ofAllotment.
tntheeventthe|ssuerisdesilousofexelcisingtheca||option.the|ssuelsha||providenotice
at least90 (Ninety)days prior
to the DebentureTrustee in relation to exercise ofthe CallOption
to the date of exercise of the Call Option.
redeem the Debentulres (or pan
Upon issuance of the notice, the lssuer shall compulsorily
thereof)identifiedinthenoticeonthere|evantdateofexerciseoftheca||optionbymak|ng
M/
r:'[
V
39
payment to the relevant Debenlure Holders, the outstanding Face Value ofthe said Debentures
(or part thereof as identilied in the notice) and accrued Coupon Payment in relation thereto
U.
Mandatory Prepayment
Holder(s) (by way of
Subject to Applicable Law, the lssuer shall prepay to the Debenture
have
the Debentures
or
premature partial redemption of the Debentures by the lssue'
in the event
purchased by any Person nominated by lhe lssue4 ("Mandatory Prepaymont')
that:
i.
ii
payments to the Shareholders
in any fiscal year the aggregate amount of dividend
the precedrng fiscal year'
exceeds 50% (fifty percent) of net income of the lssuer for
of equity investments of
olher than distribuilons/paymen$ directly related io liquidation
the lssuer, in an amount equal to such excess; or
Date the lssuer has nol
on the date following 6 (six) months after the lssue Closing
for the purposes mentpneo
utalized 9O% (ninety percent) of the Subscription Amount
amount
difference between such 90% amount and the
herein, in an arnountequaltothe
purposes mentioned herern
out ofthe Subscription Amount so utilized for the
as 6et forth in Section 5 18 2 U (i) and
Until such time as the Mandatory Prepayment amount
the lssuer shall hold this amount in trust
Section 5 18 2 U. (ii) is paid to the Debenture Holder'
same is not utilized for any purpose omer
for the Debenture Holder and shall ensure that the
than such prepayment
Eligiblo lnvestors
approached' are eligible to apply for
The following categories of lnvestors, when specifically
their respective investment norms/
tnis private itacemlnt of Debentures subject to fulfilling
by submitting all the relevant documents
rules and compliance with laws applicable to thern
along with the APPlication Form:
L
l/lutual Funds
Non-banking fi nancial comPanaes
Provident funds and Pension f!nds
Corporates
vi.
vii.
viii
ix.
x.
xi.
Banks
Foreign Institutional lnvestors (Flls)
Foreign Portfolio Investors (FPls)
Qualified Foreign lnvestors (QFls)
InsurancecomPanies
individuals
lnvestment holding companies of high net worth
Any other person eligible to invest in the Debentures
regulations/guidelines applicable to them
All Investors are required to comply with the relevant
for investing in this issue of Debentures
issue may be subject to statutory and/or
Nqg Participation by potential InvesioE in the
subscription to lndian securities
|."quir"."nts applicable to ihem in connection with
-Srl"to;
ale advised to ensure that they comply
by such categories of persons or enllles Applicants
40
with all regulatory requirements applicable to them, including exchange controls and other
requirements. Applicants ought to seek independent legal and regulatory advice in relation to
the laws applicable to them.
W.
Effect of Holidays / Business Day Convention
In determination of any period of days for the occurrence of an event or the performance of any
act or thing under this Information Memorandum, the day on which the event is to happen or
the act or thing is to be done shall be excluded. For instance, if the Coupon payment Date falls
on the 30th day of a month, the Record Date which is 5 (five) days prior to the Coupon payment
Date shall be 25th day of that month.
lf the Coupon Payment Date falls on a non-clearing day or any day other than a Business Day,
the payment shall be made by the lssuer on the next Business Day and accordingly, the Coupon
shall be calculated until the next Business Day.
lf the Principal Repayment Date falls on a non-clearing day ot any day other than a Business
Day, redemption and accrued Coupon Payment shall be payable on the immediately previous
Business Day, and accordingly, the accrued Coupon payment shall be calculated until the
previous Business Day.
lf the Redemption Due Date falls on a holiday, redemptjon and accrued Coupon payment are
payable on the immediately previous working day.
The Coupon Payment will be rounded to nearest rupee as perthe Fixed Income Money Market
and Derivatives Association of India (FIMMDA) 'handbook on market practices,.
lllustntion of Bond Cash flow
Company
Face Value (per security)
lssue Date/Date of Allotment
Redemption
Coupon Rate
Frequency of the Interest
Payment with specified dates
Caspian lmpact Investments Private Limited
tNR 1,00,000
April 05, 2016
January 2,2022
12.08%
First Interest on May 30, 2016. Subsequently on May
30 and November 30 of every year till the Redemption
Due Date.
Day Count Convention
Cash Flows
1"1
Coupon
2"d Coupon
3'd Coupon
4rh Coupon
5'h Coupon
6rh
Coupon
Actual / Actual
Dates for Day Count
Monday, May 30, 20'16
Wednesday, November 30, 2016
Tuesday, May 30, 2017
Thursday, November 30, 2017
Wednesday, N4ay 30, 2018
Friday, November 30, 2018
No. of days in
Coupon Period
56
Amount
(in Rupees)
6,212.157
184
20,411,371
181
20,133,587
184
20,467 ,293
181
184
w
20,133,587
20,467,293
7ri Coupon
8'h
Co!pon
Coupon
lOlh Coupon
11rh Coupon
91h
Co!pon
1 3rh Coupon
12'h
Redemption
of Princioal
x.
Thursday lvlay 30,2019
Saturday, November 30 2019
Saturday, lvlay 30, 2020
181
20,133 587
184
20,467 ,293
182
20,189,509
Monday, November 30, 2020
Sunday, MaY 30, 2027
184
20,411,371
181
20 133 587
202
184
20,467 ,293
S!nday, Jan!ary 02, 2022
33
3,674,764
Sunday January 02, 2022
33
336 100 000
2099
569,398,692
Tuesday, November 30
Noticea
or the Debenture
The notices to the Debenture Holder(s) requrred to be given by the lssler
post to the sole / first allottee
Trusiee shall be deemed to have been given if sent by registered
may be All notices to be given
or sole / first registered holder of the Debentures, as the case
postto such persons or at such address
by the Oebentu; Holder(s) shall be sent by registered
documents' tax exemption
as may be notified to the lssuer flom time to time Alltransfer related
etc., requests for issue of
certifi;ates, intimation for loss of letter ol allotment / Debenture(s),
/
orpi'""i" o"t""rr,l certiflcates, interest warrants etc and/or any other noticesbe
with regard to the lssue should
correspondence by the Debenture Holder(s) to the lssuer
orto such persons at such address
sent by registered post or by hand delivery to the Regiskar'
as maY be notified by the lssuel from iime to
Y,
lme
Applications under powet of attomey
power of attorney/ necessary authonly' as
Duly authorized agents/persons can apply through
being in force.
may be applicable under the relevant laws for the time
z.
Disclosurc Clause
principal on the due dates' the Debenture
ln the event of default in the paymeni of any coupon/
or publish the
auihorities will have an unqualified right to disclose
Holders and/or the regulatory
manner and through such medium as
name of the lssuer and its directors as defaulter in such
in their absolule discretion may think
the Debenture Holders and/or the regulatory authorities
nt.
Undedaking bY the lssuer
The lssuer underlakes that:
i.
shall be attended to by the lssuer
The complaints received in respect of the lssue
ii.
exPeditiouslY and satisfactonlY
form' it shall use a common form of
In the event the Debentures are held in Physical
iii.
transfer for the Instrument
(only
funds raised through lhe Debentures
lt shallforward the details of utilization ofthe
ti||actua|uti|izationofthefunds)'du|yce'lifiedbythestatutoryauditorsofthe|ssuer'
year;
to the Debenture Trustee at the end of each
\./
42
Itshalldisclose the complete name and address ofthe Debenture Trustee in its annual
report;
It shall mention the name and details of the Debenture Trustee in all the subsequent
periodical communications sent io the Debenture Holders;
It shall provide a compliance certiflcate to the Debenture Trustee on behalf ot the
Debenture Holders (on a half yearly basis) in respect ol compliance with the terms and
conditions of the issue of Debentlrres as contained in this lnlormation Memorandum;
It shall furnish a confirmation certificate to the Debenture Trustee on behalf of the
Debenture Holders (on a halfyearly basis) in respecl of compliance with the terms and
conditions of lss!e as contained in this Information Memorandum:
Itshallsend a copy ofevery notice/ communication seni by it to any regulatory authority
ix.
BB.
pe.taining to this lssue, to the Debenture Trustee; and
Itshallcomply with the telms and conditions incorporated in the Oebenture Documents
[Jndertaking bY the Investor
The lnvestor confirms that it has not relied on any statement opinion forccast or otner
representation made by the lssuer to induce lt to subscaibe to the Debentures and has made
ts
without reliance on the lssuer and based on such documents as it considers appropiate
ownaporaisa|ofthecreditworthinessoftheIssueranditsownindependentinvestigationolthe
financiaIconditionandaffalrsoftheIssuerinconnectlonwiththeassumptionbythelnvesiorof
Investor has
its obligations arising under or by virtle of the Debenture Documents The
to the risk and
consulted its own financial, legal lax and other professional advisor as
investment conslderallon.
cc.
Conflict
any other
ln case of conflict or inconsistency between this lnformation lvlemorandum and
Deed shall prevell
Debenture Documents the provisions contained in the Debenture Trust
DD,
Application Process
Form' annexed
All aoDlications for the Debenture(s) must be in the prescribed Application
heretoasAnnexu.e,|'andbecomp|etedinb|ock|etteGinEng|ishApp|icantssha||mention
theirDP'sname.DP-|D,PANandbeneficiaryaccountnumbel/clientIDintheappropliatep|ace
is signedand made by persons
in the Application Form. lt is presumed that the Application Form
application is made
duly empowered and authorized by the entity on whose behalf the
wire transfer in the
Subscription Amolnt may be remtted through elecironic fund transfer/
currentAccountofthe|ssuer.TheIssuerw]||notberesponsib|eoraccountab|einanymanner
should mention their
for any instruments or applications lost In kansit or mail The applicant
PAN at the appropriate place in the applicalion form
fLlll amount of the Debenture(s) has
Incomplete Application Forms are liable to be rejected The
ln the event Application Forms are
to be submided prior to or along with the Application Form
proposed Investor about the
rejected by the lssuer the lssuer shall immediately intimate the
shall then have the right to €_submI
rejection and the reasons thereof The proposed Investor
Days of receipt of intimaton aboul
the complete ApplicatLon Form within 2 (Two) Eusiness
rejectionandtheIssUershal|beboUndtoacceptsuchre-submittedcomp|eteApp|icat|onForm'
by such
Itis nerely clarified that the lssue Closing Date shall be deemed to be extended
I
t-l
43
number of days as may be required to accommodate the resubmission ofApplication Form in
case of a rejection
Payment Instructions
The Application Form should be submitted directly to the lssuer. The amount of INR 98,660 per
Debenture is payable along with the making of an application. Applicants can remit through
electronicfund transfer/ wire transfer the application amountlothe CufrentAccount. The RTGS
details of the lssuer are as under:
Eeneficiary Name
Bank Account No
: Caspian lmpact Investments Private Limrted
lFsc coDE
: tctc0000183
lClCl Bank Limited
. Wall Street Plaza, 1-1 1-256, Begumpei, Hyderabad
Bank Name
Branch Address
:018305002658
-
5000'16,
Telangana, Indra
Succession
In the event of winding-up of the holder of the Debentr.lre(s)' the lssuer will recognEe the
adminiskator of the concerned Debenture Holder(s), or the other legal
representative as having title to the Debent!re(s) The lssuer shall not be bound to recognize
such executor or adminlstrator or other legal representative as having title to the Debeniure(s)'
executor
or
un|esssuchexecutoloradm]nistratolobta|nsprobateor|etterofadministrationorother|egaI
the matier'
representation, as the case may be, from a court in India havlng lurisdiction over
production of probate
The lssuer may, in its absolute discretion, where itthinks fit, dispensewith
holder as
or letter of administration or other legal representation, in order to recognize such
Holder on
being entitled to the Debenture(s) standing in the name of the concerned Debenture
produciion of sufficient documentary proof and/or an indemnity
GG.
a,
Covenants
Repodingrequirements
The lssuer shall prov de to the l,rvestor:
with Indian
financial statements of the lssuer prepared in English in accordance
45 days afte. the end of each financlalq!aner,
GMP' within
in accordancewith lndian GAAP
audited financialstatements ofthe lssuer prepared in English
within 90 days after the end of each FinancialYear;
progress report on the lssuer's business
within 45 days after the end of each fiscal quarter a
funds' (ii) estimated future costs (iii)
setting forth in reasonable detail the (i) expenditures of
and (iv) sLrch other information with respect to the business
unexpended funds available,
requesl;
aciivities of the lssuer as the Investor may reasonably
after the Deemed Date of Allotment
a cedified copy of any Debenture Document entered into
c
44
or any amendment to any Debenture Documeni which Debenture Document shall be in form
and substance satisfactory to the Investor
Such other information and data with respect to the lssuer or its operations' condition (financial
or otheMise), assets, and prospects as the Investor may aeasonably fequest from time to tlme
As soon as practicable, and in any event within 10 (Ten) Business Days afterthe lssuer obtarns
actual knowledge, notice of the occurrence of any event or circumstance that could reasonably
be expected to result in a lllaterial Adverse Eftect.
V
As soon as practicable, and in any event within 1O (Ten) Business Days after the lssuer knew
or received, notice of any dispute, litigation, investigation or other proceeding affecting the
lssuer or its property of operations which, if adversey determined, could result in a Material
AdveGe Effect
aware
As soon as practicable, and in any event within 10 (Ten) Business Days upon becomlng
or obtain such information:
(a) any material new financings, information regarding such new financings;
(b) Any major change in the composition of its Board of Directors, which may amount to change
in control as defined in SEBI (Substantial Acquisition of shares and Takeoverc)
Regulations, 2011.
(c) Any change in the Borrower's ownershlp strllclurc.
(d) Any change in the Borrowers constitutional documents
(e) Any change in the Issuer's Key Person as defined in the lssueis articles
of assoc'ation
Days after the lssuer obtalns
As soon as practicable, and in any event wilhin 1O (Ten) Business
which constitutes an Event of
actual knowledge thefeof, notice of the occurrence of any event
lssuer is taking and proposes to
Oefault specitying the nature of such event and any steps the
take to remedy the same
records of the lssuer all
The lssuer will permit the Trustee to exarnine the relevant books and
and inteNals as the Trustee may
upon reasonable prior notice and at such feasonable times
reasonably request
in form and substance
The lssuer shall plovide or cause to be provided to the Trustee'
documents or information as the Trustee
reasonablv satisfactory to the Trustee, such additional
lssue
may reasonably request from hme to time in relation to the
for dissemination' withrn one monm
The lssuer shall file with the recognized stock exchange
yearly communication' counter signed
of half years September ano March a halffrom the end
information:
by the Trustee, containing inter_alia the following
(a) Credit rating;
regarding maintenance of
(b) Asset cover available accompanreo with a half yearly certificate
'-' tooz
in respect of the Debentures' by ether a
1on" Hundred percent) security cover
one month from
within
practicing company secreGry or a practicing chartered accountant'
the end of the half Year;
N
45
Debt-equity ratio accompanied with a certillcate of a practiclng chartered accountant
confirming the said debl-equity ratio;
(d) Prcvious due date for the payment of colpon/principal and whether the same has been
paid or not; and
Next due date for the payment of coupon/principal.
b.
Financaal
cov.nants
The lssuer
shaLl:
maintain a capital adequacy ratio ol at Ieast 25% as measured quarterly beginning with the
quarter end immediately following the lssue Closing Date;
I
maintain a 'Problem Asset' Portfolio as intelnally classified by the lssuer in its periodic credit
monitoring reports of less than 10%,
Date,
maintain Non-Performing Loan Portfolio of less than (a) 10% following the lssue Closing
and
{b} 7.5% when the loan assets of the lssuer amount to a minimum of INR 100,00,00,000
{c) 5% when the loan assets of the lssuer amount to a minimum of INR 150'00'00'000;
not declare dividend to the Shareholders in any year until the lssuer has made satisfactory
provision for the payment of the Debenture Payments;
as a non_
maintain compliance with all regulatory or prudential norms applicable to the lssuer
deposit accepltng NBFC as may be specrtled by the RBI from time to trme and
c.
Policy covenanls
(d irectly or indirectly)
The lssuer shall com p ly with the Exclusion List The Issuer shall not make
(A)
a categorically prohibited
any loan using the Subscription Amount to any entlty engaged in
adverse impact
activity as defined in the Exclusion List or (B)an activity likely to have significant
of
the impacted
on the environment (taking into account' among other factors' the sensitivity
the types of operations listed
ecosystem) or human health or safely' incl!d'ng without limitation
i.
in the Exclusion List;
ii.
internal management ano
The lssuer shall comply with Corrupt Practices Laws and implement
PractEes
practices and controls adequate to ensu€ compliance with such Corrupt
accounting
Laws:
iii.
(i)
Anti-lvloney Launde ng Laws
The lssuer shall comply with the applEable requirements of the
and {ii) OFAC Regulations; and
iv
environmental health or safety
The lssuer shall malntaln all permlls and approvals relating to
matters under APP|lcable Law
d,
Othcr covenants
The lssuer shall ensure that:
V
46
i
it shall comply with, and shall conduct its business and operations, and maintain jts assets,
equipment, property, leaseholds, and other facilities in compliance with, the provisions ot all
Applicable Laws regarding the environment, health and safety and sociai performance. The
lssuer shall maintain all required consents relating tot (A) air emissions; (B) discharges to
surface water or ground water; (C) noise emissions; (D) solid or liquid waste dBposal; {E) the
use, generaton, storage, transpodalion, or disposal of toxic or hazardous substances or
wastes, and (F) other environmental, health, or safety matters;
S. Viswanatha Prasad, as a key person and promoter and managing director ofthe Investment
Advisor shall be closely involved in the overall management of the lssuer. His roles would
include chairmanship of the credit commitlee, panicipation on the Board of the lssuer and on
any other committees that the Board may constitute, subject to applicable law. He shall be
actively involved in ihe investment decisions of the lssuer, risk monitoring and in providing
ovecight and straiegic guidance. At least 30% ot his business lime will be devoted to the
management of the lssuer until lhe complete liquidation of the lssuer's exisiing equity
investments, and at least 50o/o ot his time to managing the Fund thereafter. Failure to obseNe
these minimum time obligations will constitute a Key Parson Ev€nt'. Upon the occunence of
a Key Pe6on Event, a 90day period shallbe granted lo the lnvestment Advisor to remedy the
Key Person Event ( Cure Poriod ) to the satisfaction ot the Investor. During the Cure Period,
the Investment Advisor shall not be permitted to make new investments on behalfofthe lssuer
without the prior approval of the Investor's board of directors and the Investor. In the event the
Key Pe6on Event is not resolved to the satisfaction of the Investor during the Cure Period,
such event shall be an Event of Default
B. V. Narasimham ( BVN") and R.Venkatram Reddy ('RVR") shall (i) as long as they remain In
the employment of the Investment Advisor and (ii) until the lssuer meets the minimum asset
and protitability threshold in Section 5.18.2.GG.(d).(v) below, commit at least 80o/o of their
business time to the management of the lssuer. In the event that BVN and/or VR cease to be
employed with the Investment Advisor, the hner shall be responsible for recruiting
replacemenus within the Cure Period who shallcommil the same amount oftheir busaness tame
to the management of the lssuer as committed by BVN and VR.
Subject to Applicable Law, it limits its ettective exposure (net of guarantee) to the 'sustainable
agriculture' sector to 25%. The lssuer shall limit its exposure to the 'affordable housing' sector
to 25% till the first anniversary of the lssue Closing Date and 40% thereafrer. The lssue/s
exgosure to the Microfinanceand small Business Financing sectoG shall not exceed 40yo each
al any time. These limits may be amended with the prior approval of the Shareholde6 ot the
lssuer. The lssuer shall limit its exposure to any single target sector company to no more then
15%o of the net worth of the lssuer;
Wth respect to all microflnance loans advanced by the lssuer from the Subscription Amount,
no single borrower may have loans erceeding the INR equivalent of USD 15 000 outstanding
at any one time,
For l€nsactions in the Small Business Finance sector, the agreement between the lssuer and
the SME financial intermediaries mustspecity the use otthe Subscription Amountas facilitating
the groMh ofthe entity s SME portfolio over the term of the Debentures;
The Subscription Amount cannot be used for lending in the following prohibited sectors
., ,r,. "/
$Y
':", ''l t o,
(a) lnvestments established
as a result of, or in contemplation of, reducing or terminating U.S.
opeEl|onsl
(b) Gambling;
(c) Media communications of an adult or political naturc;
(d) Military production or sales;
(e) Alcoholic beverages, if contrary to local religious or cultural normsi
(f)
(g)
(h)
VI
Tobacco and related products;
Companjes in which the host government has majority ownership or effective management
control: and
Companies engaged in monopolistic practrces.
The lssuer shallapply the Worker Rights Requirements to its investments;
The lssuer shallmaintain or causeto be maintained in effect at alltimes insurance, with respect
to its operations, against such risks and hazards, in such amounts, and in such form, as as
usually carried by companies ot a similar size that are engaged in the same or a similar
business and that own similar properties in the same or similar geographic area as the lssueas
busrness,
Without the prior written consenl of the Debenture Trustee, no Securaty Interests are created,
assumed, or 6theMise permitted to etist (either directly or indirectly) on the lssueds assets'
whether now owned or hercafter acquircd, or in any prcceeds or income therefrom' and no
indebtedness is undertaken, etcept (i) as provided hereunderor(ii) any otherSecurity Inte€sts
arising by mandatory provision of Applicable Law securing obligatrons incurred in the ordrnary
cou6e ofbusiness thatare notyet overdue orthat are being contested or litigated in good faith'
thatwould cause the lssuerto be in dehulton its financial covenants as stated in Section 5'18 2
GG b. or atfect the Security;
The lssuer shall not incur, assume, guarantee, or permit to exist or otheMise become liable
folindebtednessthatwou|dcausetheIssuertobeinde'au|tofitsfinancia|covenants(inc|Uding
pat pass' nattire
the covenants set forth in Seciion 5.18 2 GG. b or diminish the seniority and
(inter se the Debenture Holders) of the Debentures and the Security:
if allof
No payments are made by the lssuer to its Shareholders or any Affiliate thereof' except
(i) at
the following conditions have been satasfied and subiect to the Mandatory Prepayment
Debenture
least one (1) scheduled payment of Principal Payment shall have been made to the
(ii)
of Default shall have occurred and be continuing orwill occur as a result
Holde(s):
no Event
of such payment (iii) financial ratios described
an
Section 5 18'2 GG' b' shall have been met
not apply to (i)
after givin; etfect to such payment The restiction in this clause shall
(ii) dividend
paym;nudistributions related to liquidation of equity investments of the lssuer;
subject to
payments to Snaretrotders of the lssuer of up to 5oo/o of the net income ot the lssuer
(iii)
'18
above;
GG
b
2
the lssuer complying the capital adequacy norm set out in Section 5
agGement dated
reimbursement of expenses to Shareholders as set oui in the shareholders'
Marchlg'2o13enteredintobyandamongsttheIssuerandtheshareho|ders;(iv)paymeniof
advisoryfeesorreimbursementofexpensestothe|nvestmentAdvisor;and(v)payments/
thele is a failure to
distributions with respect to any debt llnancing from Shareholders unless
oav Evenl of Default
Fot
xlii
The lssuer shall not conduct any busine$with orenter into any business kansaction involving
any Sha.eholder or any Affiliate of any Shareholder, except on an arm's length basisi
The lssuer, the Investment Advisor, any of their respective direclors or membeF of senaor
management, orthe Shareholders shall not be a Pecon included in any OFAC List or otherwise
subject to sanctions under OFAC Regulations. Neither the lssuer nor any of its directont,
officers, employees, Afiiliates, agents, or Persons acting on its behalf will, direcily or indi.ectly'
use, lend. make payments oi contribute or otherwise make available, allor any part of proce€ds
of the Subscription Amount or engage in other transactions contemplated under the terms of
the Oebentures to fund any kade, business, or other activities (i) involving or for the benefit of
any Pe6on included in any OFAC List or otheMise subject to sanciions under oFAc
Regulations, or {ii) that could result in any PeEon being in breach of OFAC Regulations'
b€coming included in any OFAC List, or otherwise becoming subject to sanctions under OFAC
Regulations;
The lssuer shall not make any Prohibited Payment:
A regaster of Debenture Holders, including the addresses of the oebenture Holders' record of
subs€quent trarnstels and change of ownership is maintainedi
Proper books of accolnt are kept open for inspection by the Debentu'e Trustee;
xviai.
The Debenture Trustee is pemitted to visit the lssue/s prcmises at any reasonable time by
providing reasonable notice, to inspect the state and condition ofthe Securityi
Any intormation required by the Debenture Trustee for the effective discharge of its duties and
obligations, including copies of reports, balance sheets profit and loss account etc ' are
provided to the Debenture Trustee upon such request being made by the Debenture Trustee:
xx.
AllTaxes and cesses with respect to the Security are duly paid on time:
xxi.
in full force
The lssuer, at its own cost, shalltake all actions necessary to maintain the security
andeffectandenforceab|einaccordancewithitsterms,inc|uding(i)maintaininga||'i|ingsand
documenlatlon
recordation's, (ii) paying fees and other charges and (iii) issuing supplemental
adversely
and continuation statements' (iv) discharging all Security Interests or other claims
affectingtherightsoftheDebentureHo|dersintheHypothecatedAssets'(v)pub|ishingor
otheMise delivering notice to third patties and (vi) delivery of title documents;
xxii.
any
that
Wthout lamiting the generality of Section 5182 GG d' x!ii' above' in the event
the
crcallon'
relating to
Govemmental Althority issues or adopts any new Applicable Law
Interests in assets
of
Security
preservation, regiskation perfection' prolection or enforcement
ofthesamecharacterastheHypothecatedAssets,orissuesanyclarifi€tionsofanyeKstlng
cost' execute and deliver all
ApDlicable Law relating to the same the lssuer shall at its own
notifications or other
such additional amendments, assignments' certificates' instruments'
acts and thingsas the Debenture
documents and give further asslrances ancl do allsuch other
in such new Applicable Law or any
Trustee shall reasonably rcquest or as may be prov'ded tor
prese've' register' perfect' prcted or
clarifications of any existing Applicable Law. to create,
Documents All such actions to be
enforce the Security lnterest provided for in the Debenture
(60) days after the issuance
performed by ihe lssuer shall be taken by the lssuer within sixty
\"1
49
and applicability of such Applicable Law or clarification to the Security Interest as provided in
the preceding sentence (whether by the receipt of notice from the Debenture Truslee or
otherwise)
Prior approvalofthe Debenture Trustee is obtiained for:
(a) any change in nature and conduct of business by ihe lssuer before such change;
(b) any amalgamation, merger or reconskuction scheme proposed by the lssueri and
(c) creation of any subsidiaries:
The Debenture Trustee is informed of:
(a) any significant changes in the composition of its Board of Directors;
(b) all orders, directions, notices, of any court or Governmental Authority affecting or likely to
affect the Security;
No further charge or encumbrance is created over the Securiiy without the approval of the
Debenture Trustee;
Periodical reports containing the following particulars are forwd.ded to the Debenture Trustee:
(a) updated list of the names and addresses of the Debenture Holders;
(b) details of Coupon Payment(s) due, and reasons for non-payment the.eof:
(c) the number and nature of grievances rcceived from the Debenture Holders and (a) rcsolved
by the lssuer (b) unresolved by the lssuer and the reasons forthe same;
(d) a slatement that the assets of the lssuer which are available by way of Security are
sufiicient to discharge the claims ofihe Debenture Holders as and when they become due
pay, before they become overdue, any and all present and tuture
Taxes: (i) payable on or in connection with the execution, delivery, registation or notarization
orfor the legality, validity, or enforceability ofany Debenture Document or (ii) levied or imposed
in any jurisdiction upon its property, earnings, or business that' if not paid' could be a Material
Adverse Effect, and allindebtedness and oiher liabilities in a timely manner in accordancewith
The lssuer shall
normalbusiness practices and with the terms governing the same, directlyto the Govemmental
Autho.ity responsible for collecting such Taxes, except for any Taxes that the lssuer is
contesting in good faith by appropriate proceedings and for which adequate reseryes have
been set aside in accordance with Indian GAAP; provided, that the lssuer hereby indemnifies
the Investor and holds the Investor harmless from and against any and all liabilit'es, fees, or
pay'
additional expenses with respect to or resulting from any delay in paying, or omiss'on to
any such Tares. Within 30 (Thirty) days after Payment by the lssuer of any such Tares, th€
lssuer shall furnish the Debenture Trustee with the original or a certilied copy of the recerpt
evidencing payment thereof, together with any other information that the Oebenture Trustee
may reasonably request. The lnvestor shall have the right, but not the obligation, to pay any
good faith by
Taxes not paid by the lssuer except for any Taxes that the lssuer is contesting in
appropriate proceedings and for which adequate reseNes have been set aside in accordance
with Indian GMP. and the lssuer shall, upon the tnvesto/s demand, promptly reimburse it in
full for all such payments;
xxviii.
The lssuer shall notify the Debenlure Trustee immediately ot (a) the occurrence of any Event
t\-t
50
ofDefault, and (b) any legal or arbitral proceedings againstthe lsslrerorthe Investment Advisor
that involve claims that either individually or in the aggregate at any given time exceed the INR
equivalent ot USD 100,000;
The lssuer shall duly and punctually perform its obligations under each ot the Debenture
Documents. The lssue. shall conduct its operations in accordance with customary commercaal
practice and on an arm's-length basis, with due diligence and efficiency and under the
suoeNision ot its board of directors The lssuer shall repair, replace, and protect each of ats
assets so that its business can be conducted properly at all times;
The lssuer shall (a) obtain, maintain in full force and effect, and renew all consents and
approvals necessary for the conduct ot its business and the pedormance of its obligations
hereunder and under the other Debenture Documenls; and (b) conduct its business in
compliance with allApplicable Laws, consents and its constitutional documents;
The lssuer shall not, without the prior written consent of the Debenture Trustee:
(a) sell, assign, convey, lease, or otherwise dispose of all or a maierial portlon of its assets;
(b) dissolve, liquidate, or otheNise cease to do business: or
(c) merge or consolidate with any Person:
(d) change its memorandum of association and/ or articles of association (other than for
amendments or modifications, either to correct manifest error or which are of a stylistic'
minor, or purely technical nature and do not change the memorandum of association and/
promptly
or articles of association in any material respecl provided' that the lssuer shall
give the Debentlre Trustee notice and provide the Debenture Trustee with a copy' of such
(e)
Dodi.
amendment or modification);
Assets:
change its name or take any action that might adversely aftect the Hypothecated
The lssuer submits such information' as may be required by the Debenture Trustee from time
to time;
xxxiii.
the Debenture
The lssuer shall make / release all paymenb due by the lssuer in terms of
payabE
Documents to the Debenture Holder{s) in proportion to their dues and all amounts
and
under the Debenture Documents shall be applied pro rata to each Debenture;
and me
The lssuer complies with any other covenant as may be agreed to by the Investor
lssuer from time to ttme.
r
JI
SECTION
6:
ISSUE DETATLS
Terms foa the issue of up to 3,361 listed, rated. securcd and rcdeemable non-convertible debentures
of the Face Value, to be issued at a discount of INR 2,000 per Debenture, aggregating up to tNR
336,100,000.
12.08% Series-1 Caspaan lmpact investments Private Limited
secured rated listed redeemable transferable non-convertible
Security Name
debentures 2022
Casoian lmoacl Investments Prvate Limited
Type of Instrument
Listed. rated. secured and redeemable non-convertible debentures
(NCDs)
Nature of Instrument
Sec!red
Seniority
Mode of lssue
Senior
Private placement
Eligible Investors
Please refer to Section 5 18 2.V. ofthis lntormation Memo€ndum
''Eliqible Investors" of the Information Memorandum
The lssuer shall list the Debentures on the WDM segment of the
BSE simultaneously with the issue of the Debentures or within 15
(fifleen) days from the date of issuanQe ot the Debentures. Should
such listing ofthe Debentures notoccurforany reason whatsoever
within '15 (Fifteen) days from the Deemed Date of Allotment. the
lssuer shall immediately redeem or buyback the Debentures from
the oebenture Holders and shall pay the Debenture Holders any
Listing (including name of
stock exchange(s) wh€re it
will be listed and timeline for
listing)
and all interest, redemption premium, costs and
expenses
(including liqujdity costs, hedge costs or other costs) as determined
by the Debenture Holders, that the Debenture Holders may have
incured in connection with their investment in the Debentures.
In case of delay in listing of the Debentures beyond 15 days from
Rating of the Instrument
lssue Size
Option
to
retaan
oversubscription (Amount)
the Deemed Oate of Allotment, the lssuer shall pay penal interest
of 1% p.a over the Coupon Rate from the etpiry of 30 days from
the Deemed Date of Allotment till the lisling ofsuch Debentures, to
the Debenture Holders. Provided however, such penal Interest
shallnot be payable in case ofdelay in listing beyond 30 days from
the Deemed Date of Allotment due to no fault of the Investor.
888 (Slable), by ICRA Lrmited
tNR 336,100,000
NO
The lssue proceeds shall be utilized for flnancing the expansion of
Obiecb of th. beue / Details the loan ponfolio in sectors including Microfinance, Small Business
ot the utilization ot the Financing, Affordable Housing, Sustainable Agriblsiness,
heelthcare. Other Financial Incluston in India in accordance with
Prcceeda
Coupon Rate
Step Up/Step Down Coupon
R.te
Coupon Payment Frequency
the Company s Inveslment Policy.
12.08% per annum, net of all Taxes
NI
''l
Half-vearlv from the Deemed Date ofAllotment
,u$a'l
\q
M
52
The Coupon Payment shalt be payabte on the following dates:
May 30
November 30
.
I
Coupon Payment Dates
of every ye6r from the Oeemed Date of A otment
ti
the
Redemption Due Date.
Coupon Type
Coupon Roset
Process
(including rates, spread,
ettective date, interest .ate
cap and floor etc).
Day Count Basis
Not Applcable
Aclual/ Actual
Any Secured Obligations due on the Debentures including any
Coupon Payment and/ or Principal Payment and/or any other
payment to be made by the lssuer in connection with the
Debentures shall, in case the same be not pajd on the respective
due dates, carry further default interest of 2yo (Two Percent) per
annum over the Coupon Rate computed on the entire Secured
Obligations, tor the period commencing from the respective due
dates tor such amounts and expiring on the date on which such
payment as actually made (the default interest payabte in terms ot
this Clause is hereinafter referred to as the'Default Coupon
Payment'). The payment ot such Default Coupon Payment shatl
Oefault Coupon Rate
be made net ot allTaxes.
lJnless otheMise extended by the Debenture Holde., 69 months
Tenor
and 28 days from the Oeemed Date ofAllotrnent ending on January
Rsdemption
2.2022.
Each Debenture shall be redeemable on the Redemption Due
Date, unless redeemed eadier upon exercise ofthe Call Option
Date
and
Amount
Redemption
Premium/
Digcount
lssue Price
Discount at which security is
issued and the effective yield
as a resull ot such discount.
Put option Date / Put option
Prico / Put Notificalion Date
Call Option Date / Call Option
Price / Call Notification Date
N
INR 98,000 per Debenture
The Debentures are issued
discount
of INR
2,000
Debenture.
Effective Yield: 13.031%
The lssuer shall, at any time after April 05, 2019 have the right but
not the obligation, to require the Debenture Holders to sell all or
part of the Debentures to the lssuer or any Person nominated by
the lssuer at the Face Value plus accrued Coupon Payment on
each Debenture (Call Option'), provided however that, unless
permitted underApplicable Laws, in respect otthe Debeniures that
are held by any Person who is registered with SEBI as a Foreign
Portfolio Investor. the Call ODtion cannot be exercised wilhin a
period of 3 years from the oeemed Date ofAllotment.
In the event the
lssler is desirous ofexercisang the CallOption, the
lssuer shail provide notice to the Debenture Tnrstee
in relation to
erercise of the Call Option at least g0 (Ninety) dayt prior to the
.lHyderaba
,f
PK'9
-"J=-.a\
53
date of exercise of lhe Call Option
Upon issuance ofthe notice, the lssuer shall compulsorily redeem
the Debentures (or part thereoo identifled in the notice on the
relevant date of exercise of the Call Option by making payment io
the felevant Debenture Holders, the outstanding Face Value ofthe
said Debentures {or pad thereof as identified in the not|ce) and
accrued Coupon Payment in relation thereto
Subject to Applicable Law lhe lssuer shallprepay to the Debenture
Holde(s) (by way of premalure partial redemption of the
Debentlres by the lssuer or have the Debentures purchased by
any Person nominated by the lssuer) in the event that:
in any fiscal year, the
aggregate amolnt
of
dividend
percent)
of
Davments to the Shareholders exceeds 50% (fifty
year,
preceding
other
fiscal
net income of the lssuer for the
than drstribuuons/payments direcily related to liquidation of
eouitv investments of the lssuer, in an amount equal to sucn
excess: or
on the date following 6 (six) months after the lssue Closing
Date, the lssler has not utilized 90% (ninety perceni) of the
SubscriDtion Amo!nt for the purposes mentioned herein' In
an amounieq!alto the difference between such 90% amo!nt
and the amount out ofthe Subscripiion Amount so utilized for
Mandatory Prepayment
the Durposes mentioned herein.
INR 1,00,000 (Rupees One
Minimum Appljcation and in
multiples of oebt securities
thereafter
lssue Timing
1.lssue Opening Daie
2. lssue Closing Date
3. Pay-in Oate
4. Deemed Date of Allotment
lssuance mode of the
!q!h) pe!-Debent!re
1 (one) Debenture of the Face Value and in multiples
Debenture thereafter.
of
1 {one)
April05 2016
Apr | 05, 2016
April05 2016
April05,2016
lnstrument
Trading mode of
the
Demat only
mode which
By electronic fund Vansfer/ wire transfer or any other
NSDL / CDSL
of an
tn d"t"^in"tion of any period of days for the occurrence
Business DaY Convention
Intormation
event or the performance of any act or thing under this
or the act
l\,4emorandum, the day on which the event is to happen
Coupon
orthing is to be done shallbe excluded For instance ifthe
Date
Paymenl Date ta ls on the 30th day of a month the Record
which is 5 days prior to the coLrpol Payment
lglejhdl!9?!l!
v
54
day of that month
lfthe Coupon Paymenl Date falls on a non-clearing day of any day
other than a Business Day, the payment shall be made by the
lssueron the next Business Day and accordingly, the Coupon shall
I
be calculated until the next Business Day.
lf the Principal Repaymenl Oate falls on a non-clearing day or any
day other than a Business Day, redemption and accrued Coupon
Payment shall be payable on the immediately previous Business
Day, and accordingly, the accrled Coupon Payment shall be
calculated unti the previous Business
or to each Cou on Pa
Record Date
nt Daie
The lssue shall be secured by a charge created by the lssuer in
favour of the Debenture Trustee (for the benefit of the Debent!re
Holders) by an exclusive first ranking Security lnterest by way of
hypothecation over specific loan receivables / book debt, present
and future ("Hypolhecated Assets"l. The lssuer undertakes:
.
I
Security (where applicable)
(lncluding description, type
of secudty, type of charge,
Iikely date of c.eation of
socurity, minimum secuaity
revalualion,
rcplacement of securitY).
'
.
the value of Security at all times equal to or
greater than 1 0 (One) Umes the aggregate of (a) the
outstanding Principal Payment and (b) Coupon Paymentfor
the next half-yearly period (together, the "Security Covel);
to register and perfect the Security over the Hypothecated
1o rnaintain
Assets by executing a duly stamped Deed of Hypothecation
and filng the relevant form within 30 (Thifty) calendar days
from the date of execution of the Deed of Hypothecation;
to create the charge over the Hypothecated Assets prior to
the Deemed Date of Alotmenl. In the event the Security
Cover is not created or has insufficrently created, the
proceeds from the lssue are to be placed in an escrow
account until the creaton of security which shall be no later
than one month from the Deemed Dale of Alloiment ln the
event of failure to create the security withln one month the
mon es are to be reimbursed to the sLlbscrlbers;
to provide a list on a quarterly basis, of specific
loan
receivables / Ldentified book debt to the Debenture Trustee
Debenture Documents
over which charge is created and subsisting by way of
hypothecation in favour of the Debenture Trustee {for the
benefit of the Debent!re Holdefs) and slfficient to maintain
the Securitv Cover.
This Information Memorandum, and any fudher information
memo€ndums, if any, issued by the lssuer for the private
placement of the Debentures;
The Debenture Tr!st Deed;
Debenture Trustee Agreement;
Deed of Hypothecatton;
Any other documenl that may be designated as a debenture
document by the Deb f1!!Iqlrv!!9,e1
w
55
. The
.
.
.
Investor shall have received copies
of the
executed
Debenture Documents.
The lnvestor shall have received certified kue copies of the
memorandum of association, articles of association and
cediflcate of incorporation of the lssuer.
The lnvestor shall have received evidence satisfactory to it that
the Shareholders hold the legal and beneticial title to the equ y
of the lssuer.
The lnvestor shall have received certified copies of any consent
required by any relevant Governmental Authority, which is
necessary or advisable for the issue and for the lssuer to carry
out rts business.
. The Invesior shall
.
have received favorable written opinions,
satisfactory to the Investor in form and subslance, of the lssue/s
legalcounsel in India.
The Investor shall have completed to its satisfaction its due
diligence investigation of the lssuer and allother matters relatlng
thereto. and the results
.
.
Condilions Precedent
Disbulsement
of such
investigations shall be
satisfactory to the Investor
The Investor shall have received flnancial poections for its
projectthrough FY2017, includ ng projected financial slatements
oreoared in accoldance with Indian GAAF.
The lssuer shall have convened a meeting of its board of
directors to approve and pass the following resolutions:
Resolution to increase the borrowrng limits of the lssler'
o
f
requrred;
Resolution to create charge over the Hypothecated Assets;
Resolution appfoving the issue ofthe Debentures, subjectto
the consentof the Shareholders by way of specialresolution
at the general meeting of the lssuer;
Resolution approvlng the terms and execution of and the
transactionscontemplated by this Information lvlemorandum
and the other Debenture Documents (it is or proposes lo De
a party to);
Resoluliol autnorizlng the aillxation ol tne common seal or
the lssuer on the Debenlure Trust Deed and the other
Debenture Documents, and a director or directors or otnel
to
execute
the
Information
Documents
iil is or
Memorandum and lhe other Debenture
proposes to be a party lo), as may be required;
Resolutron authorizing a Person or Persons' on behalf ofthe
lssuer, to srgn and/ or dispatch all documents and nolices to
authorized executives
be srgned ald/ or dlspatched by the lssuer under or
in
connection with this Information lllemorandum and the other
Debentlre Oocuments iit is or prcposes to be a party to)'
o
ano
Resolution
approve the notice and explanatory statemenl
to convene an extra_ord na.y general meeting of the
Shareholders at shoner nol ce
1o
The Investor shall have receaved the certified true copy of (A) the
board resolutrons referred to above and (B) the specimen
signatures of each such authodzed signatory authorized under
the board resolution referred to above.
The lssuer shall issue a notice to the Shareholders for convening
the exka-ordinary general meeting as per the provisions of the
Act and the exolanatorv statement annexed to the notice for the
extra-ordinary general meeting of the Shareholders shall
specifically contain the particulars set oLit in Section 102 of the
Companies Act, 2013 and any othel provlslons
as may
De
applicable;
The Investor shall have received a cedificate ofthe lssuersigned
by an authodzed signalory confifming:
o
that there are no pfevious or subsisting Events of oefault;
and
that no event has occurred or circumstance is existing which
will lead io a Material Adverse Effect;
The lnvestor shall have received a cerliflcate from the statutory
auditor/ chartered accountant of the lssuer certifying that:
The lnvestor shall have received the certified true copy of the
application made by the lssuer to the relevant deposilory for
o
I
creation of the lSlN pertaining to the Debentures;
The Investor shall have received the certified kue copy of the
letter appointing the Debenture Trustee in relation to the issue of
the Debent,ires
The lnvestor shall have received the certified hue copy of the
credit ratlng lefier.
The lnvestor shall have received the certified true copy of the
principle approval received from BSE
.
.
for listing of
In_
the
Debentures
The Investor shall have received the valualion certiflcate from
the chartered accountani of the lssuer confirming that the value
of the security being provided by the lssuer under the Deed of
Hypoihecation is adequate to cover the obligations of the lssuer
in accordancewith Rule 18 ofthe companies (Share Capitaland
Debentlres) Rules, 2014,
The lssuer shall convene a meeting of ts board of directors to
resolltionsl
approve and pass the following
Resolution approving the Lssue ofthe private placement offer
letter in Form PAS_4 along with the application form to the
o
o
.
The lssuer shall fecord the name of the Invesior as per
Sectron 42(7) of the Companles Act, 2013 prior to the
subscnbe
ilvrtalion to
The lssLer shall tssue tre ollvate p acement otler'e er In Form
PAS 4 accompanied by an application forrn senally numbered
and addressed specificaly to the Investor, within 30 days of
recoroirg of tl'e Tare o'tne Investo' as
above
.
The Irvestor shall I'ave.'ecelved lhe certificate
o' lfue'
\r
i
1
I
I
I
I
I
I
]
I
I
s7
erecuted by an authorized signaiory, certitying that each copy
document mentioned herein is cor.ect, complete and in fullforce
.
and effect as on the date of receipt of monies for subscription to
the Debenturesi
The lssuer shal have obtained all consents necessary or
advisable under Applicable Law for the repatration of the
I
Debenture Pavments bv the Debenture Ho ders.
The lssuer shall convene a meeting of its board of directors to
approve:
on the
Deemed Dale of
Allotment
o
o
ofthe Debentures to the Investor;
making the necessary entries in the register of Debenture
o
Holdets in respect ol the Debentures:
tak ng on record the details of the bank account from which
the Subscription Amount has been received
the allotment
. The lssuer shall file Form CHG-g with the Registrar
of
Companies in relation to the Hypothecated Assets within 2 (Two)
days from the Deemed Date of Allolment and obtaln the
certificate ol registration of charge 1n the form and manner
provided in Form CHG-2 (as prescribed under the Companies
Act,2013) within 20 (Twenty) calendar days from the date of
'
.
execution of the Deed of Hypothecatlon
Wiihin 15 (Fifteen) days flom the Deemed Date ofAllotment, the
lssuer shall provide to the Debenture Truslee, a certified true
copy of the resolution passed by the board of directors of the
lssuer recordrng the iss!e and allotmentofthe Debentures to the
Debenture Holders:
Within 15 (Fifteen) days from the Deemed Date ofAllotment, the
lssuer sla l prov de to the DebentJIe Truslee t're du'y stamoed
debenture certilicate conflfrning the allotment of the Debentures
to the Debenture Holders,
Condition Subsequent lo
.
Within 15 (Fifteen) days from the Deemed Date ofAllotment, the
lssuer shall provide io the Debenture Trustee a certificate signed
by an authorized signatory confirming the allotment and credil of
the Debentures into the demat accounts ofrespective Debenture
Disbursement
.
.
Holders:
With n 15 days from the Oeemed Date of Allotment the lssuer
shall provide to the Debenture Trustee, a cedified true copy of
the letter received from BSE confirming that the Debentures
have been listed on the BSE;
Within 15 days from the Deemed Date of Allotment, the lssler
shall provide to the Debentu€ Holders, a certified true copy of
its register of debenture holders, updaled to include the
Debenture Holders;
.
The lssuer shall file the record ol private placement offers in
Form PAS-s along with the private placement ofler letter in Form
PAS-4 with the Jurlsdictionai Registrar of Companies, within 30
rty) days Fom lhe date of clrcu atiol of fie pavate placement
llh
offer etter as mentioned abovei
The lssuer shall lie the return of allotment of the
\uu
I
.
.
the Investor in Form PAS-3 with the jurisdicuonal Registrar of
Companies within 30 (thirty) days from the allotment of the
Debentures to the Investor
The lssuer shall file Form IVIGT-14 (along with any other
prescribed forms, all as applicable as prescribed) with ihe
jurisdictional Registrar of Compan es within 30 days of the date
of passing of the special Iesolulions as mentioned above,
The lssuer shall be responsible for compliance with applicable
provisions of the listing agreement entered into with the BSE
including the reqlirement to obtain prior approval of the BSE
where the Debentures are lisied, in the event of any material
modification to the structure of the Debentures
Subject to the provisions of the Debenture Trust Deed, the
occurence of each oflhe lollowing events to be oetermrned sole y
by the Debent!re Holder, shall be considered an Event of Default:
fhe
lssuer fails to make any Debentures
Payments on the respective 0ue Dates
a) Paynenl
b)
Defauft:
Cross-Defar/tl (i) The lssuerfails to pay any amountoue on any
lndebtedness 0nclud,ng pnncipal rnlelest and any
premium oI fee thereon' except hereunder)' whether by
scheduled maturhy requlred prepayment accelelation
beyond the
demand, orotherwise, and such failure is continuing
any
applicable cure period, if any' (ii) a default occurs under
lssuer
the
agreement or instrument evidencing, or undef which
ano sucn
indebtedness
has outstanding at the time' any such
perlod
if any
de{auh is conlrnurng beyond lhe appllcable cure
permlt the
if the effect of such default is to accelerate or to
or (iii) any
acceleration o( the maturity of such indebtedness
and payable or
such indebtedness shatl be declared to be due
thereof as a
required to be prepaid, prlor lo the stated matuity
result of a default or other similar adverse event
of its
Events of Default
c)
warranty made
Representation Defaull; Any representation or
Debenture Documents
by oron behalf ofthe lssuer in any ofthe
incollect in any material lespect when
proves to have been
made or deemed made
d)
with any covenant
Covenant Defauft:fhe lssuer fails to comply
Section
or provision set lorth in Section 5 18 2 GG b and/or
Section 518 2 GG d ix' (read with
i.tA.r. eo. d i. and/ or
d xxii and/ or Section
Annexure 6) and/ or Section 5 18 2 GG
Memorandum
5.18.2. GG d. xxix of this Informatlon
e)
occurs and is not
Key Person Default: A Key Person Event
resolved wiihin 90 days
59
Wa*er Righls Non-Conpliance'. The lssuer fails to c!re, or
prevent the recurrence of, any Worker Rights Non-CompJiance
and such failure continues for ninety (90) days after the first
occurrence of such Worker Rights Non-Compliance.
Apqovals Default Any consent necessary for the execut/on,
delivery, or performance of any ofthe Debenture Documents or
forthe validity or enforceabiity ofany of the lssuels obligations
under any of the Oebenlure Documents is not effected or given
or is wiihdrawn or ceases to remain ln full fofce and effect
Debenture Dacument Defarlt Any Debenture Documentat any
Ume forany reason (i) ceases to be in fullforce and etfect (ii)is
I
declared to be void or is repudiated (iii) ls suspended or
revoled. ol term.nated (other than Lpon exoiration ll
accordance with its terms when fully performed), (iv) the validity
or enforceability thereof is at any time contested by the lssuer
or any other counter-party (v) the lssuer or any other party fails
to comply wiih or perforn any of its matedal obligations or
undedakings set forth ln any Debenture Document or (vD
ceases to give or provide the respective rights, titles, remed es'
powers, or pdvieges intended to be crealed thereby
Deed of Hypolheca|on once executed
provide the
and delivered, ceases at any time for any reason to
powers or
encumbtances rights, tiues Lnterests' rernedles,
(ii)
Security
the
privileges created to secLlre the Debentures,
lnterest created over any podion of the Hypothecaled Assets
pursuant to the Deed of Hypothecation ceeses to be effechve
Secunly Delauh.
rlfhe
Deed ol
or fails to have the priority origrnally created under the
is
Assets
HvDothecaton, or (lr) the valLe oi lhe Hypothecated
(iv) the validity of
at any time, less than the Security Cover or
Hypothecation or the applicability thereof to the
the Deed of
part thereof shall be
obljgations oflhe lssuer hereunder or any
(v) the Debenture
disaf{irmed bV or on behalf of the Issuer or
poftion of the
any
in
rights
Holders' Security lnterest or other
manner other tnan
Hvoothecated Assets shall terminate in any
that contemplated by the Oebenture Documents
any Shareholder' or any
Other Agrcemenls Default The lss!er'
to comply with or perform any of its material
otner pJrty faits
Debenture
obligations or undertakings set forth in any
the applicable
Doclument and such failure continues beyond
cure period, if any
I
lir
Authoriiy conoemns
Exprcpriation Default Any Governmental
otherwise expropriates substantlal
of the lssuer or taKes
ron of the assets or the capital stock
nationalizes seizes,
or
v
I
60
any action that would plevent the lssuer flom carrying on any
material part of its business or operallons
Votunlary Bankruplcy Defaull: I he lssLer (or any successor in
interest thereto) (i) applies for, or consents to the appointment
of. a receiver. trustee, custodian, intervenor, or liquidator of
itself or of all or a substanlial part of its assets (ii) fibs a
voluniary petition in bankruptcy, admits in writing ihat it is
unable to pay its debts as they become due, or generally fails
to pay its debts as they become due' (iii) makes a general
assignment for the benefit of creditors, (iv) files a petition 0r
answerseeking Ieolganization or an arrangementwith creditors
or to la<e advantiage o' ary ba4kruptcy leorganizalion or
insolvency laws, (v) files an answer admitting the matenal
petitlon
allegations of, orconsentslo, ordefaults in answering, a
filed against it in any bankruptcy, reorganization or nsovency
proceeding where such action or faillre to act will result in a
aga nsl rt or (vi)
takes any corporate action to authorize any of the toregolng
oetermrnation
m:)
of bankruplcy or Insolvency
lnvotuntary Bankruptcy DefaulL Wilhout
the
lssuer's
ln
application, approval, oI consent' a proceeding is instituted
any
any courl of competent rurrsdiclion or by or before
jurisdiction'
government or governmentai agency of competent
interest
;eeking in respect of the lssuer (or any successor in
dissolution'
thereto): adjudication in bankruptcy' reorganization'
wm
arrangement
or
winding up, liquidation, a composition
appointment
credito'rs, a readiustment of indebtedness' the
ofa
all or any
trustee. receiver, liquidator, or the like of it or of
like relief in
substantial part of its propedy or assets' or other
under any bankruptcy' reorganEatlon' or
resoect
I
of it
contested by lt
insolvency law, and' if such proceeding is being
a period of
in good faith, the same continues undismissed for
sixty (60) days.
or litigation
Judgment Defautt Afinal non appealable iudgment
^) setlmentfor
amounl in
the payment of money in an aggregate
INR is rendered
excess of USD 10 OO0 or its equivalent in
and s!ch judgment is not
aoainst, oI entered into by, the lssuer
entry'
sltisfied or discharged within sixty (60) days of
ot
war (whetner declared or
Poltllcal Vrclence Delault Any acts ot
insurrectlon clvllwar strite ora lesser
undeclared), revolulion
thatcause the destructon'
deoree. terrorism, or sabotage occur
ol a subsiantial portion of
in""oo""ru*" or physical damage
lssuer flom carrylng on
the assers of the lssuer or prevent the
buslness ol operatlons
any mate'iar part or
'ts
ol
Mateia! Adverse Effect Default Any event, development 0r
circumstance shall have occurred that, in the reasonable
judgment of the lnvestor, could be a Nlaterial Adverse Effect.
US. Persors Detault. At any time prior to tularch 31,
20'16
shareholders who arc lJ.S. Persons cease to retain an ultimate
beneficialownership interest in the lssuer of at least twentyjive
Percent (25olo)
Change of Awnership Defauit Without the consent of the
Investor, any change of ownership of the lssuer shall have
occurred, othel than transfers of shares between exlslng
shareholders, if the change lesults in an ownership stake
greater than 5% of the shares of the lssuer; for the avoidance
of doubt transfers of shares to an existing shareholder which
has an existlng ownership stake greaterihan 5% do not require
consent;
Change of Contrcl Default Any change in control of the lssuer
occurs without the prior wntten consent ofthe Investor
lnvesbnent Advisor Defaull. The Investment Advisor ceases to
serve as the provider of investment advisory servlces to the
issuer and no successor lo the lnvestment Advisor has been
appointed
The lssuer, without the consent of Majofity Debenture Holders,
ceases to carry on its business or gjves notice of its intention to
do so.
An order has been made by any Governmental Authority or a
special resolution has been passed by ihe Shareholdels of the
lssuer for winding up of the lssuer.
The lssuer creates or attempts to create any charge on the
Security hereunder or any part thereof without the prior
approval of the Debenture Trusiee / Malofity Debenture
Hoiders
When in the opinion ofthe Debenture Trustee, the Security is in
leopardy
Upon the occurrence of
Consequences
Default
of Events of
a
Voluntary Bankruptcy Default ol
Involuntary Bankruptcy Default as staled hereinabove, the lssuer
shall immediately redeem the Debentures subject to Applicable
Law, and pay the accrued Coupon Payment thereon and all other
amounts d!e under the Debent!re Documents shall immediately
become due and payable without any other presenlment, demand,
di lgence, protest not ce of acce eration, or other notice or act on
62
ot any kind, all ofwhich the lssuer hereby expressly waives.
Upon the occlrrence of any other Event of Default, unless such
Event of Default at the requeslofthe lssuer is expressly waived by
the Debenture Trustee acting on the instructions of the Majority
Debenture Holder(s), the 0ebenture Trustee shall:
(a)
accelerate the redemption ofthe Debentures; and/ or
(b)
enforce the charge over the Hypothecated Assets in
accordancewith the terms olthe Deed of Hypothecaiion:
an0/or
(c)
exercise any other right thal the Debenture Trustee and
/or Debenture Holde(s) may have under lhe Debenture
Documents or !nder Applicable Law; and/ of
(d) to appoint a
nominee directof
as per the
SEE|
(Debenture Trustee) Regulations, 1993 on the board of
directors of the lssuer; and/ or
(e)
exercise such other rights as the Debenture Trustee may
deem llt under Applicable Law.
The lssuer falls to pay any arnount due on any of its indebtedness
Provisions related to Cross
Default Clause
(including principal, interest and any pfemium or fee thereon,
except hereunder), whether by scheduled maturity, required
prepayment, acceleration, demand, or othe|wise, and such failure
rs contin!ing beyond the applicable cure period, ifany, (ii)a defautt
occurs under any agreement or instrument evidencing, or undef
which the lssuer has outstanding at the time, any such
Indebtedness and such delault is continuing beyond the applicable
cure period, if any if the effect ot such default is to accelerate or to
permrt the acceleration ofthe maturity ofsuch indebtedness, or (iii)
any such indebtedness shall be declared to be due and payable,
or requrred to be prepaid, prior to the stated maturity thereof as a
result of a default or other similar adverse event.
Mr Mayank l\ltshra, Advocate
LegalCounsel
N4antri Ce estia, Gachibowli, F nancial District, Hyderabad
500032,
Telanqana, Indra
lDBl Trusteeship Services Limited,
Debenture Trustee
Asian Building Ground Floor, 17, R. KarnaniMarg, Ballard Esiate,
F-404
Murnbai -400001, tulaharashtra. India
Role and Responsibilities
Debenture Trustee
Governing Law
of
Please reter to the Debenture Trust Deed
and
Judsdiction
63
SECTION
7.'l
7:
REPRESENTATIONS AND WARRANTIES
Reorcsentations and War6nlies ofthe lssuer
The lssuer hereby makes the following repfesentations and waranties and the same shall also b€ set
out in the Debenture Documents Each replesenlation and warranty made by the lssuer hereinbelow shall
be deemed to be repeated on the Deemed Date of Alotment.
i.
STATUS:
a.
The lssuer is a company, duly incorporated, registered and validly existing underthe laws
of lndia.
b.
ii,
The lssler has the power to own its assets and carry on its business as it is being
conducted including the power to borrow money and execute, deliver, and perform the
obligations under the Debenture Documents.
BINDINGOBLIGATIONS:
Each of the Debenture Documents (to which the lssuer is a party) has been duly executed
and delivered by the lssuer and is a legal, valid, and binding obligation of the lssuer,
enforceable in accordance with its terms
iii.
TAXES AND REPORTS
The lssuer has fibd all tax returns and reports required by Applicable Law to be filed and
has paid (of provided adequate reserves for, the case of claims being contested) allTaxes
due.
iv.
NON-CONFLICT WITH OTHER OBL|GAT|ONS:
The entry into and performance by the lssuer of, and the transactions contemplated by the
Debenture Documents do not and will not conflict with:
a.
any law or regulation appjicable to the lssuer includjng but not limited to laws and
regulations regarding anti-money laundering ortefrorism financing and similaf financial
b.
the lssuer's constitutionaldocuments; or
sanchons;
c.
v.
any agreement or instrument binding upon the lssuer or any of jls assels.
POWER AND AUTHORITYI
a.
The lssuer has the powerto enter into, perform and deliver, and has taken allnecessary
actron to authorize its entry into, performance and delivery of, the Debenture
Doc!ments to which it is a party and the hansactions contemplated bvthose Debenture
Documents
b
All authorizations required by the lssuer for the legal and valid subscription to the
Debentures by the Debenture Hojders have been obtained and are in full force and
64
effect and no such authorization has been, or is threatened to be revoked' withdrawn
or cancelled.
The lssuer has good nght, full power and absolute authority to issue and alloi the
Debentures to lhe Debenture Holders free from any Security Interests and the lssuer
has not, nor has anyone on its behalfdone, committed oromitted any act, deed, matter
or thing whereby the Debentures can be forfeited' exlinguished or rendered void or
voidable.
d.
by the
The execution ofthe Debenture Trust Deed or any ofthe Debenture Documents
of its
lss!er will not breach, or result in the imposition of any Security Interest upon any
of
assels {except as permrtleo Dy Seclion 5 18 2 GC o x ) u1de ;ts memolandum
by
association and/ or articles of association, or any agreement or other requiremenl
which the lssuer or any ol its propedies may be bound of affected
Except for consents referred to under the heading 'Conditions Precedent to
Drsb,rrserent in Sectio,r 6 (/ssre Detalk) no consent ot any Pelsor s requrred in
connection with the lssuer's execuiion, delivery, performance validity or enforceability
of any of the Debenture Documents.
VALIDITY AND ADMISSIBILIry IN EVIDENCEI
Allapprovals, authorizations, consents, permits (third party, statutory orotherwise) required
or desirable:
a.
to enable the lssuer lawfully to enter into, exercise its rights and comply with its
o
obligahons in the Debenture Documents to which it is a party;
to makethe Debenture Documents towhich the lssuer is a Darty admlssible in evidence
in its jurisdiction of incorporation; and
for it to carry on its business;
have been obtained or effected and arc in full force and effect.
COMPLIANCE WITH LAW; CORRUPT PRACTICES; ANTI-MONEY LAUNDERING
a.
The lssuer has conducted and is conducting its business in compliance with all
ADolicable Laws.
b.
Without limiting ihe effecl ofclalse (i), the lssuer and its officers, directors, employees,
and agents have complied with applicable Corrupt Practices Laws in obtaining all
consents in respect of the lssuefs business and is otherwise conducting the business
compliance with applicable Corrupt Practices Laws. The lssuer's internal
management and acco!nting practices and controls are sufficient to provide
reasonable assurances of campliance with applicable Corrupt Practices Laws and the
prevention of Prohibited Payments. Neitherthe lssuer nor any Person acting on behalf
of the lssuer has made any Prohibited Paymenl.
in
c.
The lssuer is in compliance with the applicable requirements ol (A) the Antr-lvloney
Laundering Laws and (B) OFAC Reg!lations.
F-J
L65
d.
None ol the lssLier, its directors, membeas of senior management, or any of the
Shareholders, is a Person included in any OFAC List or otherwise subject to sanclions
under OFAC Regulations.
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS.
The lssuer has duly complied, and its business, operations, and assets aIe in complrance'
with all Applicable Laws regarding the environment, health and safety and
socral
performance. With respect to air emissions, dEcharges to surface water or ground water'
noise emissions, solid or liquid waste disposal, the !se, generation, storage, transportatlon
ot disposal of toxic or hazardous substances or wastes or other environmental, health' or
safety matters, the lssuer (A) has been issued and will maintain all required consents, (B)
has received no complaint, order, directive, claim, citation, or notice by any Governmental
Aulhority, and (C) has received no complaint or claim irom any Person seeking damages
contflbution indemnificalion, cost recovery, compensation or iniunctive relief
ix.
DISCLOSURE
All documents, reports, and other written lnformation that have been lurnished lo the
Investor and Debenture Truslee ale true and correct in all material respects and do not
contiain any material misstatement ol fact or omit to state a material fact or any fact
necessary to make the statements contained herein or thercin not materially misleading.
There is no fact known to the lssuer the existence ol which could be a Material Adverse
Effect
DEBENTURE DOCUMENTS
The lssuer has, or by the date on which the Debentures are issued by the lssuer will have,
d u
ly executed and delivered each of the Debe nture Docu ments to wh ich it is a pady When
duly execuled and delivered, each of such Debenture Documents conslitutes or, when
executed and delivered, will constitute, its legal, valid and binding obligation enforceable
without any f!rther action or authorization being required with respect to such documents.
The Deed of Hypothecation, when execlted, delivered and registered (where necessary or
desirable) and when appfopriate regulatory filings are made, as requrred under Applicable
Law, shall create the Security Interest expressed to be created thereby, free trom all
Security Interests (othe|. than as contemplated under the Deed of Hypothecation).
NO DEFAULT:
No Event of Default has cufrently occ!rred and is continuing as on the date hereoforwould
reasonably be expected to result kom the execution or performance of any Debenture
Documents or the issuance of the Debentures. To the best of the lssuer's knowledge, no
other event or circumstance is outstanding which constitutes (or which would, with ihe lapse
of time, the giving of notice, the makjng of any determination !nder the relevant document
or any combination of the foregoing), constitute a default or termination evenl (however
described) under any other agreement or instrument which is bindlng on the lssuer or any
of its assets or which might have a l,raterial Adverse Effect as on the date hereof.
l
PARI PASSU RANKING:
l\/
66
The payment obligations of the lssuer under the Debenture Documents rank at least palrr
passL/ with the claims ofallof its othersecured credttors, exceptforobligations mandatorlly
preferred by law applying to companres generally
The Secured Obligations shall, between the Debentures flolde(s), Inter-se rankpa'passa/
without any preference or pdority whatsoever.
NO PROCEEDINGS PENDING OR THREATHENED:
There are no litigation, arbitration or administrative proceedings of or before any court'
arbitralbody oragency which, ifadversely determined, may have a ldaterial Adverse Effecl
have (to the besi of its knowledge and belief) been started or threatened against it except
as disclosed by the lssuer in its annual reports, financial statements and this Information
Memorandum.
NO MISLEADING INFORMATION:
All information provided by the lssuer to the Debenture Holders for the purposes of this
lssue is tfue and accurale in all material respects as at ihe date it was provided or as at the
date (if any) on which it is stated.
COMPLIANCE:
laws for the performance of its obligations with respect
to this lssue including but not limited io env ronmental, social and laxation related laws, for
The lssuer ls in compliance with
a11
them to carry on their business.
ASSETS:
Except for the Security Interests and encumbrances created and recorded with the Ministry
of Corporate Affairs (available irsing U65993AP'1991PTCo13491) on ihe website
htto/www.mca oov.in/l\4oA21lindex.html under lhe heading Index of Charges), Security
Interests and encumbrances created and duly disclosed by the lssuer pending recording
of the same by the Ministry of Corporate Affairs and the Security to be provided to the
Debenture Trustee over the Hypothecated Assets the lssuer has absolute legal and
beneficial title to (fiee from any Security lnterest), or valid leases or licenses of, or ls
otherwise entitled to use (in each case, where relevant, on arm's length terms), all matenal
assets necessary for the conduct of its business
as t is being, and is proposed to
be,
conducted.
xvia,
FINANC]AL STATEMENTS:
'67
The lssuefsfinancialstatements most recently supplied lo the Debentule Trustee have
been prepared in accordance with lndian GpAP consistently applied save to the extent
expressly disclosed in such financla statements.
b.
The audited financial siatements as of lvlarch 31 2015. March 31, 2014 and lrarch 31,
2013 most recently supplied to the Debenture Trustee, give a true and fair view and
represent the lssuer's linancial condition and operations during the relevant financial
year and the quarter ended save to the extent expressly disclosed in such financial
statements.
c.
No dividend or payment to shareholders or any other Pe6on has been made, except
as permitted in Section 5.18.2 GG. d. xv.
SOLVENCY:
a.
The lssuer is able to, and has not admitted iis inab lity to, pay its debts as they mature
and has not suspended making payment on afy of lts debts and it wil not be deemed
by a court to be unable to pay its debts within the meaning of the Applicable Laws nor
in any such case, wil it become so in consequence of enteing into lhis lssue.
b.
The value of the assets of the lssuer is more than its respective liabilities (taking into
account contingent and prospective liabilities) and it has sufficient capital to carry on
its business.
c.
As on the date hereof, the lssuer has not taken any corporate action nor has taken any
legal proceedings or other procedure or steps in relation to any bankruptcy
proceedrngs.
d
The lssuer has nol received any nolice to the effect that any oftheir respective creditors
have presented any peution, appllcation or other proceedings for any administration
ofder, credltors' voluntary arrangement or similar relief by which their affairs, business
or business assels are managed by a Person appointed for the purpose by a court,
governmental agency or similar body or by any creditor or by the entity itself nor has
any such order or relief been granted or appointment made
No order has been made no petitron or application presented, no reso uion passed
and no rneeting convened for lhe purpose of winding'up/insolvency of the lssuer or
whereby its assets are to be distrbuted to its creditors or shareholders of other
contrib!tories nor has it received wrilten notice of any receiver (including an
administrative receiver), liquidator, trustee, admlnistrator supervisor, nominee,
custodian or similar olllcial having been appointed in respect of the whole or any part
of its businesses or assets
MISCELLANEOUS
r:-\ /
s/
,x
68
The entry into and performance of this Information lvemorandum and the other Debenture
to
Documents are private commercialacts oflhe lssuer and the lssuer shall not be entitled
process
claim any sovereign immunity from any suri, executon, attachmenl or other legal
of all
in relation to this Information l\remorandum or the Debenture Documents Copies
documents heaetofore or hereafter delivered or made available to the Debenture Holders
documents
or the Debenture Trustee were orwillbe complete and accurate copies ofsuch
do not
The representations and warranties of the lssuer in this Information lvlemorandum
necessary to
contain anv untrue statement of a material fact or omit to state a material fact
makethestatementsandfactscontainedhereinoltherein.in|ightofthecircumstancesin
which they were or are made, not false or misleadlng
Reprcsentations and warranties of the Investor
and the same shall also
The lnvestor herebv makes the following representations and warranties
be set out in the Debenture Documents
a-
the laws of
The Investor is duly incorporated, registered and validly existing under
Singapore.
b.
underthe Debenture Documents
The obligations expressed to be assumed by the Investor
are legal, valid, binding and enforceable obligations
c.
has taken all necessary
The Investor has the power to enter into, peform and deliver' and
the Debenture Documents
action to authorize its entry into, performance and delivery of'
Debenture Documents'
to which it is a party and the transactions contemplated by those
d'The|nvestorho|dsavalidTaxResidencycertificateinsingaporeandbeinge|igib|efor
Agreement' is exempt
treat benefits under the India-singapore Double Taxation Avoidance
Debentures
from paying any taxes in Singapore on any income in respect of the
e.
(Foreign Portfol'o
The Investor is duly registered as a FPI as required under the SEE|
Investors) Regulations, 2014
f.
lssuer'
The Investor is eligibie to invesu subscribe to the Debentures ol the
69
SECTION
8:
DECLARATION
The lssuer confirms that this Information Mehorandum does not omlt disclosure of any material faci
which may make the statements made therein, in light ofthe circumstances underwhich they are made'
misleading. This lnformation l\Iemorandum also does not contain any false or mrsleading statement
The lssuer accepts no responsibility for the staiement made otherwise than in this Informatron
Memorandum or in any other materialissued by or at the instance ofthe lssuerand that anyone placlng
reliance on any other source of informalion would be doing so at his own nsk.
Signed by [r1r. S. Viswanatha Prasad aL]thorized signatory of the lssuer' pursuant to the authonty
granted by the Board of Directors ofthe lssuer in their meeting held on March 30' 2016
S. Viswanatha Prasad
lllanaging Director
N/
\l
70
ANNEXURE
1
APPLICATION FORM
CASPIAN IMPACT INVESTMENTS PRIVATE LIMITED
A private limited company incorporated under the Companies Act, 1956
Date of Incorporation: Nov 25, 1991
Regbtered Office: 3d Floor 8-2-596/5/8/1, Road No 10, Banjara Hiils, Hyderabad
Telangana, lndia
+91
Website: wwwcasplan.ln
4066297100
No.:
TeleDhone
-
500034,
DEBENTURE SERIES APPLICATION FORM SERIAL NO,
ISSUE OF UPTO 3,36'I SECURED RATED LISTED REDEEMABLE TRANSFEMBLE NON
CONVERTIBLE DEBENTURES OF
DEBENTURE
INR 1,OO,OOO/- (RUPEES ONE LAKH ONLY) EACH AT DISCOUNT OF INR2'OOO PER
FOR
CASH
TO THE FACE VALUE AGGREGATING UP TO INR 336,1OO,OOO, FULLY PAID UP
DEBENTURE SERIES APPLIED FOR: 1208% SERIES-1 CASPIAN ll\4PACT INVESTI\4ENTS
PRIVATE LIMITED SECURED RATED LISTED REDEEMABLE TRANSFERABLE NON
CONVERTIBLE DEBENTURES 2022
Number of Debentures. 3,36'l
Amount INR [.y'in words Rupees {.]only.
DETAILS OF PAYMENT:
RTGS
No
Drawn on
Funds transferred to Casplan lmpact Lnvestments Pnvaie Limited
Dated
Total Amount Enclosed
(1n Figures)
(ln words)
APPLICANT'S NAME IN FULL CAPITALS
SPECIMEN SIGNATURE
APPLICANT'S ADDRESS
71
ADDRESS
STREET
CITY
FAX
PHONE
PIN
APPLICANT S PAN/GlR NO.
[.] lT CIRCLEMARD/DISTRICT
-
wE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY
We have read and understood the Terms and Conditions of the issue of Debentures including the Risk
Facto6 described in ihe Memorandum and have considered these in making our decision to apply We
bind o!rselves to these Terms and Conditions and wish to apply for allotment of these Debentures We
request yo! to please place o!r name(s) on the Registef of Holders
Des gnation
Name of the Authorised
S
gnat!re
Signatory(les)
Applicants Signature
form
We the undersigned, are agreeable to holding the Debentures of the lssuer in demaierla ised
Details of my/our demat account are g ven Delow:
NSDL (
DEPOSITORY
)qDsL (
DEPOSITORY PARTICIPANT NAME
DP-ID
B EN EF IC
IARY AC CO
U
NT J'I U M
BET
NAME OF THE APPLICANT(S}
Applicant Bank Account
:
/ Demand Draft /
Direct Credit i ECS i
(Setllement by way of Cheque
Pay Order /
NFFT/R rcs/other
DATE OF RECEIPT
perr!49!Eq!qfq49L
FOR OFFICE USE ONLY
DATE OF CLEARANCE
(Note: Cheque and Drafts are subject ta realization)
w,
We understand and confirm that the information provided in the Memorandum is provided by the lssuer
and the same has not been verilied by any legal advisors to the lssuer, the Arranger and other
rntermediaries and their agents and advisors associated wiih this lssue We confirm that we have for
the purpose of investing in these Oebeniures carried out our own due diligence and made our own
decisions with respect to investment in these Debentures and have not relied on any representauons
made by anyone othef than the lssuer, if an,
We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as rnentioned
above would get credited to the extent of allotted Debentlres, ii) the Applicant mlst ensure thal the
sequence of names as rnentioned in the App ication Form matches the sequence of name held wlth our
Depository Participant, ii) if the names ofthe Appllcant in this application are not rdentical and also not
In the same order as the Beneficiary Account details with the above mentioned Depository Participant
or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, tne
lssuer shail be entilled at its sole discretion to reject the applicalion or issue the Debentures in physicai
form.
We undersland that we are assuming on our own account, all risk of loss that may occul or be suffered
by us including as to the returns on and/or the sale value of the Debentures and shall not look directly
or jndirectly to the Arranger (orto any person acting on its or their behalf)to indemnify or otheMise hold
us harmless in respect of any sLlch loss and/or damage. We undertake that upon sale or kansfer to
subsequent investor or transferee ("Transferee"), we shall convey all the tefms and conditions
contained herein and in this Inforrnation MemorandLlm to such Transferee ln lhe event of any
Transferee (including any intermediate or final holder ofthe Debentures)suing the lssuer (orany person
acting on its or their behalf) we shall Lndemnify the lssuer and the Arranger (and all such persons actlng
on its orlhelr behalf) and also hold the lssuerand Arrangerand each ofsuch person harmless in respect
of any clarm by any Transferee.
Applicant s Signature
FOR OFFICE USE ONLY
DATE OF CLEARANCE
DATE OF RECEIPT
(Note Cheque and DGfts
are subjecl ta realisalrcn)
,.
-(TEAR HERE)
ACKNOWLEDGIJENT SLIP
a be filled in by ApplicartSER|AL NO
Received from
Address
Cheque/DrafVUTR #
NR
Drawn
on account of aPPlication of
on
Debentute
N,
73
ANNEXURE 2
ABRIDGED FINANCIAL STATEMENTS
PART A _ ABRIDGED VERSION OF THE AUOITED FINANCIAL STATEMENTS FOR LAST
THREE YEARS ENDING MARCH 31, 2015
amounE in lndian
AUDITED
PARTICULARS
31'Mar-15
57,442,670
Share Capital
15,443,564
75,443,560
646,744,251
7
52,423,961,
681,791,506
744,662,921
a27,a67,S2r
757,235,065
786,500,000
0
0
5,893,466
3,687,s00
20,36a,694
792,393,466
3,687,500
20,368,590
Short term Borfowings
75,000,000
0
Short term Provlsrons
1,4s5,594
14,411,745
162,500
12,145,r19
!r8,149,162
s,203,263
0
t,s95,1,31
95,2OO,71,3
73O,455,544
5,589,359
887,594,179
!34,144,144
25,954,O49
r'e:z,zsz,roo
sez,orr,oos
Reserves and Sufplus
Non-Current Liabilities
Long term Borrowings
Longlerm Provisions
Curent Liabilities
Other Current Liabllities
Liabilities
Toral Equrry
AND
LIABrLrrrEs
I
1,223,596
-
A55ET5
1,637,015
3,762,323
0
(a) Non C'rrreni Investnents
111,618,211
111,618,211
385,568,140
(b)Long-term Loans and Advances
sot,720,203
219,601,465
27,953,953
15,093,164
0
642,939342
406,313,24O
385,568,r40
(a)cash and cash Equivalents
386,181,559
27s,360,357
313,77O,433
(b)5hort-term Loans and Advances
595,447,525
192,510,614
16,738,711
6,688,634
84,665,131
8,116,231
552,536,\OZ
398,624,97s
(c) ot her cu ffent Assels
(c)Other CulrentAssets
Total
989,317,718
0
v',
amounts in Indian R
AUDITEO
PARTICUI.ARS
Year Ended
Year Ended
Year Ended
31-MaF15
31-MaF14
31-Mar-13
INCOME
Revenue from Operations
242,897,639
26s,620,044
77,142,167
369,674
835,682
2t,449,0O2
243,25!,313
255,4s5,685
38,511,169
22,949,164
14,202,351
26,899,234
31,664,522
17,636
0
7,630,310
44,624,749
20,0o2,922
533,171
0
0
oth€r Expenses
11,525,585
11,r32,272
4,686,916
TOTAL EXPENSES
ao3oz,7s2
73,9A8,O44
51,589,136
152,958,551
192,467,534
l!3,077,957)
29,a24,126
s,977,762
4,607,484
Other lncome
TOIAL INCOME
IXPE N5E
Inveetment Advisory Fee
Provisions & Write off
Employee Expenses
PROFIT BEFORE TAX
s
N\/
75
PART B - ABRIDGED VERSION OF THE AUDITED FINANCIAL STATEMENTS
AS ON SEPTEMBER 30. 2015
All amounts in Indian R
HY Ended
30-Sep"1S
s7,882,670
share Capital
Reserves and surplus
711,a94,t86
769,776,455
Non-Curent Liabiliti€s
(a) Long term BorrowinSs
(b) Long term Provisions
786,500,000
5,49a,304
79!,99A,3O4
Current Liabilities
0
(a) Short-term Borrowrngs
(b) Short-term Provrsrons
(c) Other current
Liab iies
(d)Trade Payables
1,9a6,770
2a,261,9/6
3,424,136
39,212,422
!iabilities
a31,271,126
A55ETS
Non-Current Assets
(a) Intangible Assets
{b) Non-Cuf rentlnvestments
(c) Long term Loans ajd Advances
(d) Other CurrentAsseis
818,507
11,618,211
579,901,423
26,47O,273
7LA,6Oa,4l4
(a)Cash and Cash Equivalents
(b)Short term Loans and advances
(c)Other currentAssets
18,7
44,050
79a,6/A,998
5,O24,524
882,439,568
lamounts in lndian Ru
INCOM
E
Revenue from Operatlons
704,915,311
Other lncome
TOTAT INCOME
1O4,975,377
EXPENSE
Investment Advisory Fee
1,6,625,919
44,951,375
Prov sions & Wrlte offs
135,954
617,164
Other Expenses
4,110,43/
TOTAT EXPENSE5
67,035,449
PROFITSEFORETAX
37,939,524
12,823,706
PROfI
AFTER
TAX
2S'715'a2Z
PART A
-
ANNEXURE 3
CREDIT RATING
LEfiER
lC
R
A
Lim ited
c()\flt)ti,NTtAl,
tuf \o: ICRA/IIYD/CIIPL-361i2015-l
68103
lvlarch 21.2016
Mi Vilrrlsthi
Prisrd
Mrmgin8 Din l.r
Cispird Itnprcr Ioratnenri Privrle Lifri!.d
lrd Floor. 8-2-596.i 5,41l. R{}ad No l0
aanjara Hill$. Htderabad
-
500034
Ds. Sir,
R.: ICRA Cr.dli
Rraiog for th. R!..10.00 crorc i\oo Corv!.dbh D.b.trture
Pmg.rmm. of Crrpi.n Inprci lrecrtncrt! Prh.tc Limi..d (Cll PL)
Plelse Efer to your Rsling Requishion and Raring AgEeftent d{t€d March 19,2016 fot
oul thc radng of thc aloEsaid d.bl ProSrsrnn€.'thc Rding Committc. of ICRA.
ancr dN conlidrrllion, ha 6isn€d a "llCRAlBBB" (pronomced 0. ICRA lripl. B)t
'Edng
silh t'S!rblc' outlook to rhc captio[€d d.br ftograrnme. Insirmrena wi$ lhb 6tirB
ar!
qft]in8
tiir€lt s.flicing of
conlideirl to hl!'c mod€ralc dcgftr of s.fcty
obligorions. Such insFtm.nts ce) nod.Er. cEdir 'tgading
.is&.
6!,3nc;al
ln tny of your publicily mderisl or othcr docum.nt wh@v€r yo'r are using ow above radn&
it should b€ slded as "llCRAlEBB(Sttbl.)".wc would apprc{iatc if you catr scnd 6 &
sigFed scccpt ncc ofrhis lett r and *rd ir ro us silhiD 7 dals from $c dale of lhis lerd as
confirmadon atoll rhc lse offte &*igned laring. Tlc latjoMle for a$igning thc abolc mling
wilt bc scni ki you on reccipl of:-,our corfirmation obool rh. ux o, our nting. !s abolc. Any
intjndion by you abolr thc abov. rllint ro sy Bsnker/L€nding Agcncy,/Oov€dred
AutnritieJstock ExchanEe *dld cofftilutc ulc of thir ralina by you.
This mlint is spccific ro th. renns and condnioN of rhe Foposed i$uc as tts ind;qtcd to us
bl tou ari iny chanSe iD th€ le.nD or sizc oI thc issue lr/ould rcqui.. lhc
|o be
inirurEnl
rcyic$td by rb. If th€r! is ary change in rh. tcrms ard condidons or siz. oI th.'raina
raled. as sbolc. lh€ samc musl b. bmusht to our nolic. befne tbc issu. of dt inslrunl.rr! lf
dl€rc tu any soch chlng. after rhe dtin8 is asigrcd by ll! and confirncd lo e by yo'! il
would bc rubjcct lo our reliew ard ma) rtsult in chang. in lhe laling 6si8ned.
ICRA rclcncs th€ right to suspeod, widdro* or r.vbc the nbove al any time on the basis of
ncw informalion or unavailebilitv of hformation or such otl.r cncumsoncca, which ICRA
b€lievcs. nu) h&? sn imps.l on th. ratinS lssigrcd 10 yolj
+ Fot .onDlzte rating defnhion pled'.
I(k4
Rohas
Public.ltiont
ftf.r k,
ICRA Websit.
sttr i.tu
'n
d
onv of th.
\N
1A. ,lrh
Fl@
SHOBHAN
6',r,927lrdg, RCbhavsn R6d
So{i9ud6. Hyd66b!3-53o 08?
R€S! Ott6 Ii05 Xa,l.sh B!*.t'nS
RATING . F E
T€r 'r19l-{0)4OC/ssa4
a.r
clA
,1r9l
aot4O6766iC onail idoo@nd|oo
L7rsgsDLr00rPrcc4274e
r , Fbo' 26 K!*ls! C..!! M.ro N8 D.lh'
S E A R C H. INFOFUATIOI{
t
I
t()@!
18
Tllc r ing. as aforcsaid, llJwvcr. should or br u€aled es s recoffinsdrtjon to hry, sell or
hold dr d€bentuG to bc b.sucd br_ you. lf rhc i[3Euncnl tst 4 as abo!., is mr is.$.d by
)ou wirbio a Fiod of 3 rmda ton thc d.r. of this l..tcr communicati&g lh€ otitrg. lh.
ram. \|ould smd widdr'un unlcss r€validaad bcforc lhc €xpiry of3 nodhsYoo sr. rcquircd !o fonh*ilh iDform u6 .bod !||y d€fallt or dcla) in ..paym.rr of intcr or
Fincipol .mobr ofthc instrum.dl laLd. ,s.tovc, or my odler debt in{ruDerLg boroeing.
You !r! siso rsluircd to keep u3 fonhwith infom.d of any otl|cr d.vclopmenr. whidr msy
harc ! dircct or indirccl imlacr or thc dcbt 3crvicinS crpability ofdE cornpan) iocluding !n)
propos{l for r€{chedulemc or postponcncnt of lhe ftFlm€nt prog:armfirs of the duas/
dcbrs oilhc c&npany with any l€de(s) / iDvesLo(s),
You are rcquircd to itform us inrln diably a! and wh€n the b6ro$ing
linil for th.
instrurnenl raled. ar at'ovq or as preserib€d by thc rcgulalory aurhoriry (i€s) k exce€d€d.
Wc ftanl Jou for you. kind coop€radon €xtoded durirS ti€ cou$e ofdrc rating .xercisc.
Shodd you
an) clarificdio& phasc do nor hcsilare to get in louch with u:
'tqoir.
With kind !!grrds.
Youn sincercly.
for ICRA Limncd
lRrj$htrrrBurlrl
V A;uprm\ R.ddyl
f\-.,/
79
ANNEXIJRE 3
PART B
RATING RATIONALE LETTER FROM THE RATING AGENCY
ICRA
Caspian lmpact Investments Private Limited
IICRAIBBB {sbble)
40 o0
Asisn€d
propoesd Non-csrertble
h.s as*r€d the lons lam €lt€ of IICTaABBB (slabi€) to Rs- 40 oo cro'6
n 0€
ii.ooLr. xos'o.* of CasPFn lmP*l tnvesltn€nb Ptivtt€ Lmiled (clrhe conpan/)' The odl@t
ICRA
bng rqm
raiiq ii Sldle
TheElm|a.tcnth€c||s6lFnenceomdgpmnl160lwtbhJlede€|opedgodd'd€rsrand''go|trtd'
!pp,osr. due dr€€h@
llii,i".€ J'llll.ii,i.:" iNsrcsr. rrpr sood lnnn'iir
1:3e'
"*hsffi.-!.T!
rnigare 0E nsr b & e'denl
r-r and usArD rrkh
n"uo
ffifi;*;C;];'n't"-il-'a"toi'Ehlverv *.lct ctEdn P'o616 the Etr{
r. eiodrc *tr
als p€t€tu la'ld h Clls @ntdtt*
rrd
of 1 4r tje 6 on D€c6tr'bs- lr' 2015) 'd d€ bo6rrB crr den€
ijrii6il-il;toais.;."',
c6ti*.TY-i
prc'Erd
c"d'pinv
its
lrn
l€src
slEnns
p.e€.sB
rm
m..q.m€nl.
sham of
;;;*;i M;;1" inicjre rimneo (crA) wh,ch h;a rreipet nc corirpa"v In '€po'rhs eood prcrtabittv
indicaioF (ROE ot 1 7% in
FY
I5)
op€rJldi (portloho ol €3 150 66 @re a M
Btno B hMver cdsharred lrv Ctl s sdll scat€ ol r&ads
Naic MrB i46% a3 on,D€@!et il
,,ir""*rv t"gt ;qdoro @e.ua-td
ol.i"iiiii? ibilr
a*"-ir"atd nro orh6r csa d!s3€s rtludrne t ood a
o
rcne ri,i." t*i*"*
Siii.-r,-i*1*il "l"i
The
'r'. H'odng F-Bce
**i,nu*. s."ir aus,*" r,ns;.]nd Aflo.d:bh
ttE* E' s€gtMls *h& l9?ttg *-dit d-Bis
F{ihd th€ @nPfiy s abl'V to s@b its bus.s-Elume'
'n
pt-t
nt
ttng
abo tado6-in Clls Ldr€d fMcd flelbl'tY
tt -"6.1€1 dirtol .@ld be
'ts nwiros gra acest-c NBf ca ro' reebns & rudns rcquien-rs
'nFo.l,.r
qr
exreret
;;";;;;;ft&
80 _ 90 ct@ ltilily ol t|e.@rF{ry rc
Whie the c@otv hE b€cn ab|e lo ne{4 rftEnE 'l dett ot Rs o{ ro% €o% in rire medrum rsin
caGR
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ta'seted
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ro i'r'nrm
nrehal crp,talqen.6Don the ompanv mu'' '*i ena'iiiJp'ur
lryFEge ol ibour 15
n$dscr'
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n'. op."*.'s eleqlg rd FY15 'd !M sh.'rw db
Hl,.l"'t
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and
tv
lifiijJiiinr;,;di-eaol 10-12%
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tor
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wt* ictt in o' oths
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80
ICRA
Clts fo.r6 s€do.s indude Micrcfmnce, SrEn BGin€ss rimnchg, F@d A Agnculturc' Olhd Fnalcid
h.hEd, Ato.daue Hols,ng -d Aturbre hdlhd€ fte oFrdl po.ddb ol he cdp€nv has g@l bv
15091YoY
fim R! a2.?5;o.p6o[,b'']1,2011loRs !0679qoresdilt31,ml5eP?odedbv
rxl lood ad Ag.hltute Th€ dltsaandrE Po.fd-
sc*.tq up ol udun|e3 n he smd b€iEs ftnflong
lutnd fta@sd io R3 150.66c.o.easdOe.3l.2015
cllledteda
, ftimtr
n€l
orcfid Rs 133l
cro.e o.r a
d t
bld s3€i
bas€
d Rs 16323qo.e'nFY)015ascfiF
dlo
a al a.sel bee ol Rs. 95.20 cde in FY20l4 Drng 9M FY20!5 Cll
o( R!. 18 65 crc.e
Et ordn ot R3 [email protected]*tb:3€olRs 150€5 co€ The @dpiny hal a El wth ol
edled
R;. r/ 25 dole as in lbcembd
2015
ad
g€adng oa 1.41
t
es.
Fo! turket detals pbas€ cot tad:
Alalvst Ada.ts
Is. Vibha Bat.. (T€1. tl,o +91-1211545 3{2)
lrr. Jay6nta Chanertee fiel No +91iG433264! l)
lals'[email protected]
@)
lnpacr Investmenl Pvt.
Dre.ld
6 rlso r ehr'€{olo€r or crsprs
Beltwethd Micrc FiBrce Fond P,tal€ Linil6d) Ihe sad
any of t}e dscos$ons. ptoceses.nd clminee melings €laled to tt€
tld (tofmt krcm.s
oi ICRA is no{ iwdved
Ralilg d ihe i6!unten(s)
itr
@trd od
by
lmA.
ANNEXURE 4
CONSENT LETTER OF THE DEBENTURE TRUSTEE
lO8I TnBte€dtlp Scndco6 Ltd
ON: lJ659lNH2Ql@t
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ANNEXURE 5
82
EXCLUSION LIST
The proceeds ofthe lssue cannot be used for lending in the following categorically prohibited activities
'1)
2)
3)
4)
5)
6)
7)
Projects that involve conversion oa degradation
ofCrilical FoJest Araas or forest_related C.iticel
Natural Habitala.
Projects involving the conskuction of dams thei significantly and ir.eversibly: (a) disrupt natural
ecosystems upskeam or downskeam ot the dam; or (b) alter natural hydrology: or (c) inundate
large land areas; or (d) impact biodiversity; or (e) displace large numbers of inhabitants (5 000
peFons or more); or (f) impact local inhabitants' ability to earn a livelihood
Production or trade in any product or activity deemed illegal under host couhtry laws or regulations
or internationa I conventions and agreements orsubiect to intemataonal phase_outs or bans sucn as
Dharmaceuticalsr, pesticides/herbicides'?, ozone depleting substances3, polychlorinated biphenyls'
and other hazardous substancess, wildlife or wildlife products regulated under the Convention on
International Trade and Endangered Species of Wild Fauna and Floras and kans-boundary trade
in waste or waste DroductsT.
Projects that reqLtire resettlement of 5,000 or more persons
htto://www uneoHeritage
impacting natural
Projects
World
in or
Sites
wcmc.oro/orotected arcas/world heritaae/index htm unless it can be demonstEted through an
environmental assessment that the project (a) will not result in the degradation ofthe protected area
and (ii) will produce positive envhonmental and social benefits
Projects in or impacting areas on the United Nations List of National Parks and Protected A'eas
be demonstrated
http:/ rww.unep-wcmc.org/protected-areas/UN-lisuindex htm unless it
through an environmential assessment that the project (0 will not result in the degradation of the
€n
protected area and (ii) will produce positive environmental and social benefits
Extractaon or infrastructure projects in or impacting: protected area Categories
l,ll' lll,and lV(Strict
Naturc ReserveMilderness Areas and National Parks, Natural Monuments and Habilav Spec'es
(IUCN)
Management Areas), as defined by the International Union for the ConseNation of Nature
Projects in IUCN Categories V (Protected Landscape/Seascape) and Vl (Managed Resource
8)
Protected Area) must be consistent with luCN management objectives httoj^vww uneowcmc.oro/orotected areagcateoories/eno/index.htm unless it can be demonstrated through an
protected area
environmential assessment that the project (i)will not result in lhe degradation ofthe
and (ia) will produce positive environmental and social benefits
Production of or trade in radioactive materialss including nuclear reacto6 and componenis thereol
hltpl^N\4w who int
A list ol phame@utical poducts subjecl lo phase'ouls or bans is available at
hllpJ /vrw Fc Inl
is
al
phase-oulsor
bans
availade
to
lill oi iesticides and hebicides subjec!
phas*oul
.'zA
*.pounds lhar'paclwith and deprete srrarospheic ozone logelherr h talgel '€doclion and
e iiii or irri
org/ozohe/monteeu
n'vtw
unep
i5
athltp/
datss availablo
-be
trom
;iii"i-r,i"ir";"Jl,ir,";yr.
round ii oit.fitbd etecticat rranstoders. crpaciioc. and switchgea. datinE
tiket; ro
"re
1950to 1985
rA lEt ol ha.adous chemiels E availabl€ at htlp:/ /vw prcrnl
list E otC|TES sDecies d available at http:/Ai{w c'l€s o.g
'A
r Asdefined bythe Basel Conventioni sse hltp /Atw beselint
s This d@s nol appty lo the purchase ot medicat equipmenr qualiy @nlrol (measu.ement) eqlipmenl, and anv eqvDme
1
"i".i".r
whichOP|Cconside6lheradioadNe
so!.elobelivialand
adequalelvshrelded
83
9)
Production of, trade in or use of un-bonded asbestos fiberse
10) Marine and coastal fishing practices. such as large-scale petagic drift net fishing and fine mesh net
fishing, harmful to vulnerable and protected species in targe numbers and damaging to biodiversity
and habitats.
11) Proiects involving the use of forced laborr0 or harmtul child laborr l.
The proceeds otthe lssue cannot be used for lending in the following activities likely to have signiticant
adve6e impact on the environment (taking inio accounl, among other factors, the sensitivity ot the
rmpacted ecosystem) or human health or safety:
1
Large-scale industrial plants.
Large-scale industrial esliates.
Crude oilrellneries and installations forthe gasification and liquefaction of
or bitumanous shale per day.
2.
3.
4.
5.
6.
SOO
tons or more of coal
Major Grcenhousa Gas emitting projects, detined as projects with Dlaect Greonhousa Gaa
Emissions of more than 100,000 (short) tons (9't,000 metric tonnes) of CO2eq per year.
Cement manutacturing with an annual prcduction rate of greater than one million dry weight tons.
Integrated works forthe initialsmelting of cast iron and steel; installations for the production of nonfenous crude metals from ore, concentrates, orsecondary raw materials by meiallurgical, chemical
or electrolytic processes.
7.
8.
Installaiions for the etlraction of asbestos and tor the processing and transformation ot asbeslos
and products containing asbestos: for asbeslos-cement products with an annualproduction ofmore
than 20,000 tonnes oftinished producti for friction matedalwith an annual production of more than
50 tonnes ot finished product and for other asbestos utilization of more than 200 tonnes per year.
Iniegrated chemical installations, i.e. those installations thal manufacture, on an industrial scale,
substances using chemjcal conversion processes in which several units are juxtaposed and are
functionally linked to one another and which prcduce: basic organic chemicals; basic inorganic
chemicals; phospho.ous, nitrogen or potassium based fertilizers (simple or compound fertilizers);
basic plant health products and biocides; basic phamaceutical products using a chemical or
biological process; explosives.
Projects that manufacture, store, transport or dispose hazardous or to{c materials.
10. All projects that pose potentially serious occupationalor health risks.
9.
1'1. Construction of motorways, express aoads, lines for
longiistance railway traffic, and airports with
a basic runway length of 2,100 meters or more Conskuction of new roads wilh tour or more lanes
or realignment and/or widening of an existing road so as to p.ovide four or more lanes where such
new road, or realigned and/or widened section ot road, would be 10 km or more in a continuous
length
12. Pipelines. terminals, and associated facilities tor ihe large-scale transportofgas, oil, and chemicals
13. Seaports and also inland wateMays and ports for inland wateMay tramc that permit the passage
of vessels of over 1,350 ionnes; trading ports, piers tor loading and unloading connected to land
and outside ports (excluding ferry piers) that can trake vessels of over'1,350 tonnes
14. Waste-processing and disposal installations for the incineration, chemical heatment or landfill of
hazardous, tox|c or dangerous wastes.
15. Construction or sagnificani expansion of dams and reservoirs not otherwise prohibited.
s ThE does .or apply to rhe p!.chase and lse ot bodded asb€sios cemenl sheeting whe.e the asbeslos cod.d ls l€3s lhan
20./.
or
10
Fored labor means a lwolk or *ryice, nol volunlaily pedomed that s eEcted f.on an lndividual!nde.lhreal ot forcs
penalty such as but nor imited to ndenlured labor, bonded labof. or smilar labor@ntractn9 a(angemenb.
11
child rabor means ihe emproyment oI chrldren (pe6ons below lhe 6ge ol 18) thal|s economiGlly .xploitalive, or 's I'kel}{o
be hazadous to or intedeE wnh rhe chrd s educalion, or be hamlulto lhe child s hea[h or physical, re.lal, spinlual.
social
developm€nt
motll\\/ /
\ I
B4
I
16
Groundwater abstraction activities or artificiar groundwater recharge schemes in
cases where the
annual volume of water to be abstracted or recharged amounts to 1O million cubic mete6
or more.
17. Industrial plants for the (a) p.oduction of pulp from timber or simitar fibrous materials; or (b)
production ofpaperand board with a production capacity exceeding
2OO
airided
metric tonnes per
day.
1E. Peat extraction.
19. Ouarries, mining, or processing of metal ores or coal.
20. Major exploration and development ot on-shore oiland gas reserves.
21. Erploration and developmenl pf off-shore oiland gas resetues.
22. Installations for storage of petroleum, pekochemical, or chemical products with a capacty of
23.
24.
25.
26.
27.
28.
29.
200,000 tonnes or more.
Large-scale logging.
Large-scale power transmission.
Municipal wastewaier treatment plants seNicing more than j
Municipal solid waste-processing and disposat tacilities.
SO,OOO
people.
Large-scale tourism and retiail development.
Large-scale land reclamation.
Large-scale primary agriculture/plantations involving intensiftcation or conversion of previously
undisturbed land.
30. Plants for the tann ing of hides and skins where the treatment capacity exceeds i 2 ton nes ot linished
products per day
31. Installations for the intensive rearing of poultry or pigs with more than: 4O,OOO places tor pouttry;
2,000 places for production pigs (over 30 kg); or 750 places for sows.
32. All pojects with potentially major impacts on people or which pose serious socio€conomic rjsk,
including but not limited to Physical and Economic Disptacemenl, impacts on tndigenous peoples
and adveGe impacts on Cultural Heritage.
33. Greenfield housing developments that contain more than 2,500 residentiat |Jnits.
34. Projects, not categorically prohibited, but tocated in or $fficienfly near sensitive tocations of
natronalor regional importance which may have apparent enviaonmental ampacts on:
.
.
r
.
.
.
.
.
.
Wetlands,
Areas of archaeologicai s|gnrf|cance
Areas prone to erosion and/or desertificalion:
Areas of importiance to ethnic groups/indigenous peoples;
Primarytemperate/borealForests:
Coralreefs;
Mangaove swamps:
Nationally-designated seashore areas; and
Managed reso!rce protected areas, prctected landscapdseascape (lnternational Union foa the
Conservation of Nature (IUCN) categories V and Vl) as defined by tUCN's Guidelines tor
Protected Area Management Categories. Additionally, these projects must meet IUCN'S
management objectives and follorv the spirit of IUCN definitions.
85
ANNEXURE 6
WORKER RIGHTS REQUIREiIENTS
The lssuer shall:
{a)
not take any actions to prevent Workers from laMully exercising their rights ot association and their
right to organize and bargain collectively:
(b) observe Applicable Laws relating to a minimum age tor employment of children, acceptabte
conditions of work with respect to minimum wages, hours ot work, and occupational health and
safety;
(c)
not use torced or compulsory labor, including, but not timited to any form of slavery, debt bondage
or seddomi
(d) explain, document, and make available
in writing and orally to each Worker, information regarding
all of their working conditions and terms of employment, inctuding their enti|ement to wages and
any benetits, priorto the laterof (A)thirty (30) days afterthe Deemed Date ofA otment or (B)each
Wo*er commencing worki
(e)
not employ persons, formally or informally, under the age of eighteen for work involving hazardous
activity, which is work that, by its nature or ihe circumstances in which it js carried out, is tjkety to
harm the health, safety, or morals ofthose persons;
(0
noi make employment decisions or disc minate with respect lo aspects of the employment
relationshjp on the basis of personal cha€cteristics unaelated to jnherent job requirements,
including gender, €ce, religion, nationality, political opinion, or social or ethnic origin;
(g) operate in a manner consistent with the requirements of the International Finance Corporation's
Performance Standard 2 on Labor and Working Conditions;
(h) wath respect to Workers, not take any actions, or otheMise inlertere with, coerce or penalize, on
the basis of the right of association or on the basis of organization and collective bargaining
activities or membe6hip thai may result in any form of retaliation, including, but not lamited to,
termination, suspension, demotion, blacklisting or transfer of any Worker by the lssuer, or by an
otticer, agent or representative thereof:
(i) not use any part of the Subscription Amount to make a loan (directly or indirectly) to any borrower
that uses such proceeds for a project or investment that employs persons under the age ot fifteen
(15) for any form of labor or under the age of eighteen for work involving hazardous labor activity;
0) not use any part of the Subscription Amount to make a loan (directly or indarectly) to any borrower
that violates applicable labor laws and regulations, including those related to the rightof associataon,
organization and collective bargaining, forced labor, child labor, wages, hours of work, and
(k)
occupational health and safety;
require each of the lssue/s conkactors, with respect to itself and any of their subcontractors, to
comply with the foregoing requirements; provided, that if any Applicable Law, or collective
bargaining agreement, imposes a requirement that is more proteciive of worker rights than any of
the foregoing requirements, the lssuer shall, and shall cause such contracto(s) and/ or
(l)
subcontracto(s) to, observe such Applicable Law or collective ba€aining agreementi
give prompt notice to the Investor, in the event ihat information concerning non-compliance or
potential nonrompliance with the provisions of this Anneture ("Worker Righta Non.Cornpll.nce')
comes to the attention of the lssuer. The lssuer shall use all reasonable efiorts, including
remediation, to cure or to cause the relevant contractor or subcontraclor to cure, or prevent the
recurrence of, any such Worker Rights Non-Compliance;
(m) Notwithstanding the foregolng, not be responsible for any non-compliance
compliance resulting from the actions of a government.
or potentral
non-