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TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED
(Incorporated on 26th October, 2005 under the Companies Act, 1956)
Registered Office: P-46A, Radha Bazar Lane, Kolkata – 700 001, India
Corporate Office: 3F, Park Plaza, 71, Park Street, Kolkata – 700 016
Website: www.techno.co.in, E-Mail: [email protected]
INFORMATION MEMORANDUM
PRIVATE PLACEMENT OF 1000 LISTED, RATED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF
RS.10,00,000/- EACH FOR CASH AT PAR AGGREGATING RS. 1000 MILLION
GENERAL RISK: Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking
an investment decision, the investors must rely on their own examination of the Issuer and the offer/ Issue including the risks
involved. The Offer/ Issue being made on private placement basis, this Information Memorandum has not been filed with Securities &
Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document.
ISSUER'S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for, and
confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect.
CREDIT RATING: “AA-” by CRISIL: “CRISIL AA-” (pronounced Double A minus rating with stable outlook) by CRISIL Limited for Rs.1000 Million long term NCDs indicating “High degree of safety with regards to timely payment of interest and principal on the instrument.
Such instruments carry low credit risk”.
The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to
revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other
rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend,
withdraw the rating at any time on the basis of new information etc. For details, please refer to para on “Credit Rating‟ mentioned
elsewhere in this Information Memorandum.
RATING AGENCY: Credit Rating Information Services of India Limited, CRISIL House, Central Avenue, Hiranandani Business Park,
Powai, Mumbai-400076, India, Tel: +91-022- 3342 3000 Fax: +91-022- 3342 1830 Website: www.crisil.com, E-mail:
LISTING: The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange Limited (“BSE”).
ISSUE SCHEDULE
ISSUE OPENING DATE
28 JANUARY, 2013 ISSUE CLOSING DATE
28 JANUARY, 2013
DEBENTURE TRUSTEE REGISTRAR TO ISSUE
IDBI Trusteeship Services Limited Niche Technologies Private Limited
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1. DEFINITIONS/ABBREVIATIONS……………………………………………………………………………………3
2. RISK ENVISAGED BY MANAGEMENT………………………………………………………………..…………..4
3 HIGHLIGHTS OF THE COMPANY………………………………………………………………………………......6
4 GENERAL INFORMATION…………………………………………………………………………………….….....6
5 ISSUER INFORMATION……………………………………………………...…………………………………......10
6 A BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS...…11
7 IMPORTANT EVENTS IN THE HISTORY OF THE COMPANY…………………….……………………….......13
8 CORPORATE STRUCTURE………………………………………………………………………………………...13
9 KEY OPERATIONAL AND FINANCIAL PARAMETERS ……………………………………………………..…14
10 BRIEF HISTORY OF SHARE CAPITAL ISSUER COMPANY SINCE INCORPORATION AND CHANGES IN
CAPITAL STRUCTURE…..…………………………………………………………………………………………18
11 SHAREHOLDING PATTERN………………………………………………………………………………………20
12 DETAILS REGARDING THE DIRECTORS OF THE COMPANY……………………………………………......21
13 DETAILS REGARDING THE AUDITORS OF THE COMPANY…………….……………………………………22
14 DETAILS OF BORROWINGS OF THE COMPANY..……………………………………………………………...22
15 DETAILS OF PROMOTERS OF THE COMPANY……………………………………………. …………………..24
16 MATERIAL EVENTS HAVING IMPLICATIONS ON THE FINANCIAL/CREDIT QUALITY…………………24
17 THE DETAILS OF DEBETNURE TRUSTEE INCLUDING THEIR CONSENT...………………………………..24
18 OTHER DETAILS................................................………………….………………………………………………...25
19 APPLICATION PROCESS…………………………………………………………… …………………………….25
20 PARTICULARS OF AND PARTIES TO ALL MATERIAL CONTRACTS INVOLVING FINANCIAL
OBLIGATIONS OF THE ISSUER………………………………………………………………………………......26
21 ISSUE DETAILS……………………………………………………………………………………………………..27
22 OTHER ISSUE DETAILS……………………………………………………………………………………………32
23 ANNEXURE: UNDERTAKING BY THE COMPANY...…………………………………………………………..38
24 ANNEXURE: APPLICATION FORM………………………………………………………………………………39
25 CONSENT LETTER FROM DEBENTURE TRUSTEE...…………………………………………………………..41
26 RATING LETTER ADOPTED BY RATING AGENCIES………………………………………………………….43
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DEFINITIONS/ABBREVIATIONS
Term Meaning/ Definition/ Complete Term
Act The Companies Act, 1956 as amended from time to time till date
Application Form The form in terms of which, the investors shall apply for the Secured, Redeemable Non-Convertible Debentures (NCDs) of the Company
Articles Articles of Association of the Company
AGM Annual General Meeting
The Company/ The Issuer Company/ the Issuer
Techno Electric & Engineering Co Ltd (Techno)
Board/ BoD / BOD Board of Directors of the Company
Debenture(s)/ NCD(s) Rated, Secured Redeemable Non-Convertible Debentures of Rs.10, 00,000/- each offered through private placement route under the terms of this Information Memorandum.
Debenture holder(s) The holder(s) of the Debenture(s) in dematerialized form
BSE/ concerned Stock Exchange
Bombay Stock Exchange of India Limited
Beneficial Owner(s) Debenture holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of sub-section1 of Section 2 of the Depositories Act, 1996)
CRISIL/Rating Agency Credit Rating Information Services of India Limited
CDSL Central Depository Services (India) Limited
Deemed Date of Allotment (DDA)
The date on which allotment for the issue is made, which shall be deemed to take place within 30 days from the Pay In Date.
DP Depository Participant
Depository(ies) National Securities Depository Limited (NSDL) and, Central Depository Services (India) Limited (CDSL)
EGM Extra-ordinary General Meeting
DRR Debenture Redemption Reserve
FY/ F.Y. Financial Year
FIs Financial Institutions
Issue/ Offer/ Offering Private Placement of Rated, Secured redeemable Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each for cash at par aggregating Rs.1000 Million
IT Income Tax
IT Act The Income Tax Act, 1961 (as amended from time to time)
IS Information Systems
Material Adverse Change Any material adverse effect on or a material adverse change (in the judgement of Debenture Trustee (acting on the instruction of the majority Debenture Holders)) in (a) the business, operations, property, assets, condition (financial or otherwise) or prospects of the Issuer; (b) the ability of the Issuer to enter into and to perform its obligations under Transaction Documents or any other related document to which Issuer is or will be a party; or (c) the validity or enforceability of the Transaction Documents or any other related document or the rights or remedies of Debentureholder thereunder; or (d) the interest of the Debentureholder/(s) is expected to be in jeopardy; or (e) the political, financial or economic condition of Republic of India; and shall also mean and include any event whether domestic or international, which in the opinion of Debentureholder could adversely affect the repayment of the outstanding Debentures or impact the underlying Security
Majority Debenture Holder “Majority Debenture Holder” means such number of Debenture holders holding 75% of the Nominal Value of the Debentures then outstanding.
Memorandum Memorandum of Association of the Company
PAN Permanent Account Number
Registrars to the Issue/ Registrars/ Registrar &
Transfer Agents
Niche Technologies Private Ltd.
Pay In Date The date on which the subscribers shall make payment for subscription to the Debentures
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ROC/ RoC Registrar of Companies
RBI The Reserve Bank of India
SEBI Guidelines SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time) SEBI (Debenture Trustee) Regulations 1993 and all other applicable regulations and circulars issued by SEBI
Trustees/ Trustees to the Debenture holder(s)
IDBI Trusteeship Services Ltd
TDS Tax Deducted at Source
RISK ENVISAGED BY MANAGEMENT
Following are certain issues for the investors to consider before taking an investment decision in the offer. In some of the risk factors and management proposals thereof, reference has been invited for detailed para mentioned elsewhere in this Information Memorandum, which can be used to obtain more details about the said risk.
INTERNAL RISK
A. EPC (Construction) business
(i) Project Risk
The Engineering, Procurement & Commissioning (Construction) EPC activity carried on by the Company is working capital
intensive. There is always an amount of risk involved due to longer execution period, fluctuation in material and equipment
prices and cost overrun due to delay in project completion etc. This is a matter of concern and the Company has adapted timely
decision making and internal policy measures to minimize the risk.
(ii) Personnel Risk
The Company‟s success to a large part depends on the abilities and continued services of its senior management, as well as other
skilled personnel in the middle management. The Company‟s senior management is particularly important to its business
because of their experience and knowledge of the power industry and the Company‟s middle management is particularly
important because of their experience and knowledge in implementation of the project. The loss or non-availability to the
Company of any of its senior as well as middle management could have significant adverse effect. The Company may also not
be able to either retain its present personnel or attract additional qualified personnel as and when needed. To the extent the
Company will be required to replace any of its senior management or other skilled personnel, there can be no assurance that the
Company will be able to locate or employ similarly qualified persons on acceptable terms or at all. There is lack of skilled
personnel in the middle management across the power sector in which the Company operates. However, the Company‟s policy
to recruit fresh graduates and diploma holders and providing training to them, both at office and site, has so far working well and
has minimized the risk to some extent.
(iii) Competition from other players
With increasing number of players entering the EPC (Construction) industry focused to power sector, competition is ever
increasing.
B. Risk in Power Generation business
The major risk in power generation business apart from successful commissioning of the projects in time, is regulatory risk. The
regulatory set up at the State and Central levels have been created post Electricity Act, 2003 and the regulatory process is undergoing
regular changes as the Act is being selectively implemented. However, the Company is present in the non-conventional energy
segment only and the new incentives like Generation Based Incentives (GBI), Renewable Energy Certificate (REC) etc. are being
periodically introduced to make investment in this sector more attractive to conventional power generation business. Further, the
Company has 20 years firm tariff with State Utilities in Tamil Nadu and Karnataka (10 years) and no such risks are relevant in this
case.
C. 1. Our business may be adversely affected by losses from uninsured projects or losses exceeding our insurance limits.
Our operations are subject to hazards inherent in providing engineering and construction services, such as risk of equipment failure, work
accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause injury
and loss of life, severe damage to and the destruction of property and equipment and environmental damage. We may also be subject to
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claims resulting from defects arising from engineering, procurement or construction services provided by us within the warranty periods
extended by us, which can range from 12 to 18 months from the date of commissioning.
We avail of Contractors‟ All Risk (CAR) policies and Workmen‟s Compensation policies for our contracts with Government authorities,
semi-government authorities controlled by Government authorities.. We do not have a loss of profits policy.
2. Our operations are subject to physical hazards and similar risks that could expose us to material liabilities, loss in revenues and
increased expenses.
While construction companies, including us, conduct various scientific and site studies during the course of bidding for projects, there are
always anticipated or unforeseen risks that may come up due to adverse weather conditions, geological conditions and other reasons.
Additionally, our operations are subject to hazards inherent in providing engineering and construction services, such as work accidents that
may cause injury and loss of life.
We may also be subject to claims resulting from defects arising from engineering, procurement and/or construction services provided by us
within the warranty periods stipulated in our contracts, which typically range from 12-18 months from the date of commissioning. We
cannot assure that we would be able to limit or mitigate the liabilities involved, and the same may have a material adverse effect on our
business, results of operation and financial condition.
3. Our operations are seasonal and are adversely affected by difficult working conditions and extreme high temperatures during
summer months and during monsoons, which restrict our ability to carry on construction activities and fully utilize our resources.
Our revenues are based on the percentage of completion method. Since revenues are not recognized until they are in a reasonable progress
on a contract, revenues recorded in the first half of our financial year between April and September are traditionally lower compared to
revenues recorded during the second half of our financial year. During periods of curtailed activity due to adverse weather conditions, we
may continue to incur operation expenses, but our revenues from operations may be delayed or reduced
4. We have certain contingent liabilities that may adversely affect our financial condition.
Clients of construction companies usually demand performance guarantees from construction companies as a safety net against potential
defaults by the construction companies.
Hence, construction companies often carry substantial contingent liabilities for the projects they undertake. The contingent liabilities
consist principally of performance bank guarantees. If we are unable to complete a project on schedule, the client may invoke such
performance guarantees. If we are unable to pay or otherwise default on our obligations, our lenders may be required pursuant to the
relevant letters of credit or guarantees to cover the full or remaining balance of our obligations. In the event that any of these contingent
liabilities materialize our financial condition may be adversely affected.
5. Substantially a major portion of our assets has been secured under our financing arrangements.
We maintain bank facilities and term loans with Indian banks and other financial institutions, generally with maturities of three to five
years, to provide us with general working capital and operational flexibility in connection with our business.
For our financing arrangements, we have created a charge, substantially on our assets in respect of various borrowings.
In the event of a default by us on our financing agreements, our charged assets could be seized leaving us with fewer assets with which to
operate our business, adversely affecting our business prospects. This could also result in us having difficulty obtaining further working
capital through borrowings from these or other lenders given our lack of substantial additional security capable of being charged.
6. Our revenues largely depend on acceptance of the bids submitted to the Government and other agencies. Our performance could
be affected in case majority of the bids are not accepted/awarded.
Our business is substantially dependent on infrastructure projects undertaken by governmental authorities and other entities funded by
Governments or international and multilateral development finance institutions. Contracts awarded by central, state and local
governmental authorities are tender based. We compete with various infrastructure companies while submitting the tender to Government
and other agencies. In case we do not qualify or are not amongst the lowest bidders, we stand to lose the business. We cannot assure that
any of the bids we submit would be accepted/awarded to us; therefore our ability to procure the business by bidding at the lowest rates is
crucial for our revenues.
7. Contracts in the infrastructure sector are awarded on the basis of pre-qualification criteria and competitive bidding processes. We
face intense competition from big international and domestic construction companies. Once the technical requirements of the tender
are cleared, the contract is usually awarded on the basis of the competitive price quoted by the bidder.
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In selecting contractors for the project, clients generally limit the tender to contractors they have pre-qualified, based on several criterion
including experience, technical capacity and performance, quality standards, ability to execute the project within the present timeframe and
sophisticated machines. Disqualification on any of these grounds will make us ineligible for bidding. These pre-qualification criteria are at
the discretion of the client and we cannot assure that we would continue to meet the pre-qualification criterion of our existing clients or
prospective client‟s. This would have an adverse impact on us procuring new projects and subsequently the financial performance of our
Company.
EXTERNAL RISKS
1. A deterioration of general economic conditions, including a slowdown in economic growth in India, could have an adverse effect on
our business.
2. A significant change in the Central and State Governments' economic liberalization and deregulation policies could disrupt our
Company's business.
3. Financial instability in other countries, particularly countries with emerging markets, could disrupt Indian markets and our Company's
business and cause volatility in our Equity Share prices.
4. If regional hostilities, terrorist attacks or social unrest in India increase, our Company's business could be adversely affected and there
can be volatility in the price of our Equity Shares.
5. Natural calamities could have a negative impact on the Indian economy and cause our Company's business to suffer.
6. There may be less company information available in the Indian securities markets than securities markets in developed countries.
7. Investors may not be able to enforce a judgment of a foreign court against our Company.
8. Any downgrading of India's sovereign debt rating by an international rating agency could have a negative impact on our Company's
business.
HIGHLIGHTS OF THE COMPANY
PRIVATE PLACEMENT OF 1000 LISTED SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF
RS.10,00,000/- EACH FOR CASH AT PAR AGGREGATING RS. 1000 MILLIONS
I. GENERAL INFORMATION OFFER OF DEBENTURES
Techno Electric & Engineering Co. Ltd is seeking offer for subscription of 1000 Listed, Rated, Secured, Redeemable Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each for cash at par aggregating to Rs.1000 millions.
AUTHORITY FOR THE PRESENT ISSUE
This present issue of Debentures is being made pursuant to the Resolution of the Board of Directors of the Company, passed at its meeting held 9th November, 2012 and is within the general borrowings limits set out in resolution passed by members of the Company under section 293(1)(d) of the Companies Act, 1956.
REGISTRATION AND GOVERNMENT APPROVALS
The Company can undertake the activities proposed by it in view of the present approvals and no further approval from any government
authority (ies) is required by the Company to undertake the proposed activities save and except those approvals which may be required to be
taken in the normal course of business from time to time.
CREDIT RATING
Techno Electric & Engineering Co Ltd has obtained credit rating of "AA-” from Credit Rating Information Services of India Limited (CRISIL) for an amount of Rs.1000 m i l l i o n . Instruments with this rating are considered to offer degree of high safety for timely servicing of debt obligations. Such instruments carry low credit risk.
Investors may please note that, the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision, suspension or withdrawal at any time in the future on the basis of new information by the assigning rating agency and each rating should be evaluated independently of any other rating. The Rating agency has the right to suspend, withdraw or revise the rating at any time on the basis of new information etc.
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CONTINGENT LIABILITIES OF THE COMPANY
As on March 31, 2012, the contingent liabilities of the Company stood at Rs. 218.18 Million towards Corporate Guarantee issued for Loans obtained by subsidiary company.
The contingent liabilities have arisen in the normal course of business of the Company.
SALES TAX, EXCISE & SERVICE TAX PROCEEDINGS
As on March 31, 2012, there i s no proceedings pending against any au thor i ty viz . Sales Tax, Excise & Service Tax.
MINIMUM SUBSCRIPTION
As the Issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable.
CAUTIONARY NOTE
Though not applicable to the issue of bonds, as a matter of abundant caution, attention of applicants is specially drawn to the provisions of
sub-section (1) of Section 68A of the Act, which is reproduced below:
—Any person who:
(a) makes, in a fictitious name, an application to a company for acquiring, or subscribing for, any shares therein, or
(b) Otherwise induces a company to allot, or register any transfer of, shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years."
ISSUE SCHEDULE
The issue time-table such as issue opening, issue closing and the deemed date of allotment, shall be finalized from time to time &
disclosed in the Term sheet.
The Company can, at its sole and absolute discretion change the terms of the offer. The Company reserves the right to close the Issue
earlier from the aforesaid date or change the Issue time table including the Deemed Date of Allotment (as defined herein) at its sole
discretion, without giving any reasons. The Issue will be open for subscription at the commencement of banking hours and close at the close
of banking hours. The Issue shall be subject to the terms and conditions of this Information Memorandum filed with the Stock Exchange and
other documents in relation to the Issue.
GENERAL DISCLAIMER
This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-
NRO/GN/2008/13/127878 dated June 06, 2008 as amended vide Securities and Exchange Board of India (Issue and Listing of Debt
Securities)(Amendment) Regulations, 2012. This document does not constitute an offer to the public generally to subscribe for or otherwise
acquire the Debentures to be issued by Techno Electric & Engineering Co Ltd (the “Issuer”/ the “Company”). The document is for the
exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party (ies). The Company
certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations.
This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue.
DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA
This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Debentures have not been
recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that
this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any
responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the
correctness of the statements made or opinions expressed in this document. The issue of Debentures being made on private placement basis,
filing of this document is not required with SEBI; however SEBI reserves the right to take up at any point of time, with the Company, any
irregularities or lapses in this document.
DISCLAIMER OF THE ISSUER
The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material respects and is not
misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has been made
available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be
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available for a section of investors in any manner whatsoever. The Company accepts no responsibility for statements made otherwise than in
this Disclosure Document or any other material issued by or at the instance of the Issuer Company and anyone placing reliance on any other
source of information would be doing so at his/her/their own risk.
This Information Memorandum/ Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have
been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the
Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.
The contents of this Information Memorandum/ Disclosure Document are intended to be used only by those investors to whom it is
distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.
No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being
issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information
Memorandum/ Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the
consent of the Issuer. Provided however, consent of the Issuer shall not be required when the contents of the Information Memorandum are required to be reproduced/shares with any potential transferees/ buyer of NCDs Each person receiving this Information Memorandum/ Disclosure
Document acknowledges that:
Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be
necessary to verify the accuracy of or to supplement the information herein; and
Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.
The Issuer does not undertake to update the Information Memorandum/ Disclosure Document to reflect subsequent events after the date of
the Information Memorandum/ Disclosure Document and thus it should not be relied upon with respect to such subsequent events
without first confirming its accuracy with the Issuer. Provided that any such subsequent event or any change in the terms and conditions specified in this Information Memorandum shall be undertaken only after obtaining prior consent of the Debenture Trustee (acting on
instructions of the Majority Debenture Holders).
Neither the delivery of this Information Memorandum/ Disclosure Document nor any sale of Debentures made hereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date
hereof. Notwithstanding anything contained herein, before undertaking any change in the affairs of the Issuer, the Issuer shall forthwth inform
the debenture trustee/debenture holders of the same.
This Information Memorandum/ Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information
Memorandum/ Disclosure Document in any jurisdiction where such action is required. The distribution of this Information Memorandum/
Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose
possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The
Information Memorandum/ Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.
The financial statements and derived ratios there from contained in the Information Memorandum are prepared/ computed as per the
permissible accounting practices. While due care has been taken to reflect the true economic reality regarding the financials of the
Company as far as possible, the investors may want to make their own adjustments to the same before arriving at an investment decision
in the offer.
DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document has been submitted to the Bombay Stock Exchange Limited (hereinafter referred to as
“BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the
same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this
Issuer‟s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness
of this Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim
against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
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DISCLAIMER IN RESPECT OF JURISDICTION
This offer of NCDs is made in India to Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional
Rural Banks and Co-operative Banks as defined under Indian laws. The Information Memorandum does not, however, constitute an offer
to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction. Any person into whose possession this Information Memorandum comes is required to
inform himself about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction
of the courts at Delhi. All information considered adequate and relevant about the Issue and the Issuer Company has been made
available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information
would be available for a section of investors in any manner whatsoever.
DISCLAIMER of THE ARRANGER
It is advised that the Company has exercised self due - diligence to ensure complete compliance of prescribed disclosure norms etc in this
Disclosure document. The role of the Arranger(s) in this assignment is confined to marketing and placement of debentures on the basis of this
Disclosure Document as prepared by the Company. The Arranger(s) have neither scrutinized/vetted nor have they done any due - diligence for
verification of the contents of this disclosure Document. The Arranger(s) shall use this document for the purpose of the soliciting subscription
from eligible / qualified investors in the debentures to be issued by the company on private placement basis . It is to be distinctively
understood that the aforesaid use of this document by the Arranger(s) should not in any way be deemed or construed that the document has
been prepared, cleared, approved or vetted by the Arranger(s); nor do they in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this document; nor do they take responsibility for the financial or other soundness of the Issuer, its
promoters its management or any scheme or project of the Company. The Arranger(s) or any of its directors, employees affiliates or
representatives do not accept any responsibility and/ or liability for any loss or damage arising of whatever nature and extent in connection
with the use of any of the information contained in this document.
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TECHNO ELECTRIC & ENGINEERING COMPANY LIMITED (Incorporated on 26th October, 2005 under the Companies Act, 1956)
Registered Office: P-46A, Radha Bazar Lane, Kolkata - 700001
Corporate Office: 3F, Park Plaza, 71, Park Street, Kolkata – 700016. Website: www.techno.co.in, Email: [email protected]
DISCLOSURE UNDER SCHEDULE I TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008
A: Issuer Information (a) Name and Addresses of:- (i) Registered office of the Issuer
M/s Techno Electric & Engineering Co Ltd.
P-46A, Radha Bazar Lane,
Kolkata – 700 001, India
Tel: (033) 22254671, 3021 2600
Fax: (033) 22254478
Email: [email protected]
(ii) Corporate Office of the Issuer
3F, Park Plaza, 71, Park Street, Kolkata – 700 016, India Tel: (033) 3021 3000 Fax: (033) 22171167
(iii) Company Secretary and Compliance Officer
Mr. Niranjan Brahma
C/o. M/s Techno Electric & Engineering Co Ltd.
3F, Park Plaza, 71, Park Street, Kolkata – 700 016, India Tel: (033) 3021 3000, Fax: (033) 22171167
Email: [email protected]
The investors can contact the Compliance Officer in case of any pre-issue/post-issue related problems such as non-credit of
letter(s) of allotment/bond certificate(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc.
(iv) CFO of the Issuer
Mr. Pradeep Kumar Lohia
C/o. M/s Techno Electric & Engineering Co Ltd.
3F, Park Plaza, 71, Park Street, Kolkata – 700 016, India Tel: (033) 3021 3000
Fax: (033) 22171167 Email: [email protected]
(v) Arrangers of the instrument
IDFC Limited
The Capital Court, Olof Palme Marg, Munirka, New Delhi 100067.
11
(vi) Trustee of the Issue
IDBI Trusteeship Services Ltd.
Asian Building, Ground Floor,
17, R. Kamani Marg,Ballard Estate,
Mumbai – 400 001.
Website: http://www.idbitrustee.com
(vi) Registrar of the Issue
Niche Technologies Private Limited D-511, Bagree Market, 5th Floor,
71, B. R. B. B Road,
Kolkata – 700001.
Tel: (033) 22357270 / 22357271, Fax: (033) 2215 6823
(viii) Credit Rating Agency of the Issue
Credit Rating Information Services of India Limited,
CRISIL House, Central Avenue ,
Hiranandani Business Park, Powai,
Mumbai-400076, India, Tel: +91-022- 3342 3000
Fax: +91-022- 3342 1830
Website: www.crisil.com,
E-mail: [email protected].
(ix) Auditors of the Issuer
S. S. Kothari & co.
Center Point
21, Old Court House Street
Kolkata – 700001.
(b) A brief summary of the business/activities of the Issuer and its line of business:
With the objective of undertaking business of and as an independent power project company and related activities, the company was
originally incorporated as a private limited company in the name and style of Super Wind Project Private Limited on October 26, 2005
under the Companies Act, 1956 as amended. The status of the Company was changed to public limited company and the name of the
Company was changed to Super Wind Project Limited on December 11, 2009. The name of the Company was lastly changed to the
present name i.e., “Techno Electric & Engineering Company Limited” on July 14, 2010.
The Company operates in power generation through wind and having 30 Wind Turbine Generators in Tamilnadu and Karnataka and will
span all aspects of wind power development, from the identification and acquisition of land, to the planning, execution and
commissioning of its projects through to the maintenance and management of its completed projects.
Pursuant to the Scheme of Amalgamation in the year 2010, the Company was vested with the business of Engineering, Procurement and
Construction contracting focused on power sector.
Techno is a well established engineering, procurement and construction (EPC) contracting company with its focus primarily on the
Indian power sector. It provides engineering, procurement and construction services for fuel oil storage and handling systems,
comprehensive piping systems including power cycle piping, process plant installation, fire protection systems, ehv switchyards, ehv sub
stations, power plant cabling system, plant electrical distribution system including plant earthing systems and lightning protection system
and plant illumination systems and such like. Techno also possess specific domain knowledge that enables it to serve the steel, fertilizer,
metals and petrochemicals sectors along with specialized jobs in diversified manufacturing.
Techno is one of the country‟s leading turnkey projects execution company. Since inception in 1963, Techno has groomed itself in the
field of comprehensive engineering, procurement and construction and rendered services to core sector industries such as Power, Steel,
Petro-Chemicals & Metallurgical. Systems executed include all Mechanical and/or Electrical Auxiliary Systems i.e. Comprehensive Fuel
12
Oil Handling System, Comprehensive Piping Systems including Power Cycle Piping, Process Plant Installation, Fire Protection Systems,
Air-conditioning and Ventilation, EHV Switchyards/EHV Sub Stations, Power Plant Cabling System, Construction Power Systems, Plant
Electrical Distribution System including Plant Earthing and Lightning Protection System and Plant Illumination Systems, all in the
largest sizes and complexities installed nationwide on Engineering, Procurement & Construction (EPC) basis. Bearing testimony to
Techno‟s quality and consistency of performance, not to mention its position as a market leader in India, are repeat Orders from
industrial giants like NTPC Ltd., PGCIL, BHEL, IOC, EIL, MSEB, BSES etc., amongst others.
Techno‟s activities are categorized in three distinct groups viz; Electrical, Civil and Mechanical as under:
Electrical Engineering Group :
Comprehensive Design and Engineering services for Electrical Systems like :
EHV Switchyards upto 400KV;
HT and LT Power Distribution System;
Cabling Engineering;
Earthing & Lightning Protection System;
Illumination System.
Mechanical Engineering Group:
Design and Engineering of Mechanical systems like:
Liquid fuel unloading, storage and handling systems for critical oil like LSHS/ HPS/ HSD/ Naphtha etc.;
Waste Heat Recovery System;
Raw water, Cooling water, Make-up water system;
LP/HP piping systems;
Fire Detection, alarm, Protection and fire Fighting System;
Dust Extraction, Ventilation and Air-conditioning Systems for Power Plants;
Material Handling Systems for Power Plants;
Erection, Testing turbines.
Civil Engineering Group:
Comprehensive design and engineering service support to Electrical & Mechanical Group:
Soil investigation and site development services;
Piling work of all nature
Civil work for Sub-station/Switchyards including Foundation, Control Room, Buildings, Trenches, Fencing, Drainage etc.;
Civil works for Mechanical Systems like FOH/Raw Water/Cooling Water/Piping etc.;
Strustural Work;
Industrial Building.
With the growth of the Indian economy and the resulting increase in corporate and consumer incomes, as well as foreign investment, the
Company believes there are significant opportunities for growth in this primary business area. The Company also intends to diversify into
other areas within the power sector.
13
Important Events in the history of the Company
Year Event
2005 The company was incorporated as Super Wind Project Pvt. Ltd. on 26.10.2005 at Pune, Maharashtra.
2009 The Company was acquired by Techno Electric & Engg. Co. Ltd. (TEEL) from Suzlon Group on 03.09.2009 and it became a wholly-owned subsidiary company of TEEL.
2009 The registered office of the Company was shifted from the State of Maharashtra to the State of West Bengal w.e.f. 24.11.2009.
2009 The Company was converted into to a Public Limited Company w.e.f. 11.12.2009.
2009 A Scheme of Amalgamation taken place and the Scheme was filed with the Hon‟ble High Court at Calcutta. The appointed date was 01.04.2009.
2010 By virtue of the Scheme of Amalgamation, the holding company i.e. Techno Electric & Engg. Co. Ltd. (TEEL) which was primarily engaged in the business of EPC contracting in power sector since the year 1963, was merged with the Company vide Order dated 6th May, 2010 of the Hon‟ble Calcutta High Court.
2010 The Name of the Company was changed from “Super Wind Project Limited” to “Techno Electric & Engineering Company Limited” w.e.f. 14.07.2010.
2010 5,70,91,200 Equity Shares of Rs. 2/- each were allotted to the shareholders of TEEL in terms of the Scheme of Amalgamation. The shares were listed with “Bombay Stock Exchange” & “National Stock Exchange” on 10.11.2010.
(i) Corporate Structure: (As on 31.03.2012)
Subsidiaries
S. No. Subsidiary Companies 1 Simran Wind Projects Pvt. Ltd.
Group Companies:
S.No Group Companies Nil
Associate Companies:
S.No Associate Companies Nil
14
(ii) Key operational and financial parameters for the last 3 audited years on consolidated basis: (Rs. in Million)
Parameters
Half Year 3/31/2012
3/31/2011
3/31/2010 9/30/2012
For Non- Financial Entities
Networth 7784.82 6696.41 5621.53 4626.41
Total Debt 6988.01 6231.00 2895.92 2466.78
Of which – Non current Maturities of Long Term Borrowing 4478.34 4163.61 521.21 1327.37
- Short Term Borrowing 2391.49 1546.18 1568.65 0.00
- Current Maturities of Long Term Borrowing 118.18 521.21 806.06 1139.41
Net Fixed Assets 11108.68 11348.68 8458.45 5530.34
Non Current Assets 11897.82 11999.31 10147.21 5564.87
Cash & Cash Equivalents 241.54 175.78 249.02 146.26
Investments 524.31 533.89 385.83 499.55
Currents Assets 5156.25 3910.20 3150.04 3288.73
Current Liabilities 3589.13 3805.13 5684.32 2218.76
Net Sales / Total Revenue 4075.36 8423.26 7450.94 7524.56
EBITDA 1712.28 2196.33 1652.37 1926.66
EBIT 1478.86 1860.45 1629.56 1623.77
Interest 253.70 411.48 249.48 209.72
PAT (after adjustment for monority sharehodlers) 1088.41 1208.92 1127.83 1183.46
Dividend Amounts* - 199.06 132.71 133.14
Current ratio 1.44 1.03 0.55 1.48
Interest coverage ratio 5.83 4.52 6.53 7.27
Gross debt/equity ratio 0.90 0.93 0.52 0.53
Debt Service Coverage Ratio 0.79 1.33 0.99 1.64
* Including tax on dividend
Gross Debt: Equity Ratio of the Company:-
Before the issue of Debt Securities
0.90
After the issue of Debt Securities
1.03
15
16
17
PART I ( Rs. In Lacs )
30th
September30th June
30th
September
30th
September
30th
September
30th
September30th June
30th
September
30th
September
30th
September
2012 2012 2011 2012 2011 2012 2012 2011 2012 2011
01 Income from Operations
(a) Net Sales /Income from Operation 14,092.73 14,826.34 20,063.96 28,919.07 37,276.04 73,220.11 19,861.71 18,877.34 23,899.77 38,739.05 42,753.67 81,372.22
(b) Other Operating Income - 78.15 - 78.15 - - 583.21 490.89 316.40 1,074.10 433.95 614.10
Total Income from operations (net) 14,092.73 14,904.49 20,063.96 28,997.22 37,276.04 73,220.11 20,444.92 19,368.23 24,216.17 39,813.15 43,187.62 81,986.32
02 Expenses
a ) Consumption of Materials and Stores 8,833.33 10,321.24 14,147.13 19,154.57 26,597.38 50,688.94 8,833.33 10,321.24 14,147.13 19,154.57 26,597.38 50,688.94
b ) Purchase of Stock in Trade - - - - - - - - - - - -
c ) (Increase)/Decrease in inventories 68.88 (201.44) (23.50) (132.56) (242.99) 604.27 68.88 (201.44) (23.50) (132.56) (242.99) 604.27
d ) Employee benefits expense 742.83 596.86 609.44 1,339.69 1,218.63 2,799.24 773.46 625.45 613.89 1,398.91 1,226.70 2,826.35
e ) Depreciation and amortisation expense 375.91 375.45 374.95 751.36 749.57 1,503.32 1,637.53 1,637.07 1,422.66 3,274.60 2,378.57 5,605.12
f ) Other Expenses 1,345.73 878.75 951.87 2,224.48 1,734.76 5,045.53 1,473.24 982.49 996.87 2,455.73 1,816.08 5,437.15
Total expenses 11,366.68 11,970.86 16,059.89 23,337.54 30,057.35 60,641.30 12,786.44 13,364.81 17,157.05 26,151.25 31,775.74 65,161.83
03 Profit from Operation before Other Income,
Finance Costs & Exceptional Items (1-2)
2,726.05 2,933.63 4,004.07 5,659.68 7,218.69 12,578.81 7,658.48 6,003.42 7,059.12 13,661.90 11,411.88 16,824.49
04 Other Income 556.99 336.13 684.70 893.12 1,002.53 1,929.94 578.63 361.79 688.66 940.42 1,006.49 2,246.24
05 Profit from Ordinary activities before Finance
Costs and exceptional Items (3+4)
3,283.04 3,269.76 4,688.77 6,552.80 8,221.22 14,508.75 8,237.11 6,365.21 7,747.78 14,602.32 12,418.37 19,070.73
06 Finance Costs 467.97 533.58 636.48 1,001.55 1,408.75 2,447.45 1,279.97 1,256.99 796.76 2,536.96 1,657.95 4,114.78
07 Profit from ordinary activities after Finance
Costs but before Exceptional Items (5-6)
2,815.07 2,736.18 4,052.29 5,551.25 6,812.47 12,061.30 6,957.14 5,108.22 6,951.02 12,065.36 10,760.42 14,955.95
08 Exceptional Items - ( Income ) / Expenses (702.01) 515.70 302.22 (186.31) 265.52 466.27 (702.01) 515.70 302.22 (186.31) 265.52 466.27
09 Profit from Ordinary Activities before Tax (7-8) 3,517.08 2,220.48 3,750.07 5,737.56 6,546.95 11,595.03 7,659.15 4,592.52 6,648.80 12,251.67 10,494.90 14,489.68
10 Tax Expenses
Current Tax 703.68 444.27 750.30 1,147.95 1,309.90 2,319.87 1,532.42 918.86 1,330.27 2,451.28 2,099.79 2,899.04
MAT Credit Entitlement - - - - - - (828.74) (474.59) (579.97) (1,303.33) (789.89) (579.18)
Deferred Tax 0.94 (1.51) 0.15 (0.57) 4.56 9.98 0.94 (1.51) 0.15 (0.57) 4.56 9.98
11 Net Profit from Ordinary Activities after Tax
(9-10)
2,812.46 1,777.72 2,999.62 4,590.18 5,232.49 9,265.18 6,954.53 4,149.76 5,898.35 11,104.29 9,180.44 12,159.84
TECHNO ELECTRIC & ENGINEERING COMPANY LTD
Corporate Office : " Park Plaza " 71, Park Street, Kolkata - 700 016
UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30th SEPTEMBER '2012
Sl
NoPARTICULARS
STANDALONE CONSOLIDATED
Quarter ended Half Year ended Previous
Year ended
31st March
2012 (
Audited )
Quarter ended Half Year ended Previous
Year ended
31st March
2012 (
Audited )
18
(c) A brief history of the Issuer since its incorporation giving details of its following activities:-
(i) Details of the Share Capital
As on September 30, 2012 Nominal Value
Amount
1. Share Capital A. Authorized Share Capital 424900000 Nos. of Equity Share of Re. 2/- each 2/- 84,98,00,000 55020000 Nos. of Preferences Share of Rs 10/- each 10/- 55,02,00,000 Total 140,00,00,000
B. Issued , Subscribed , Called & Paid Up 5,70,91,200 Nos. Equity Shares of Re. 2/- each 2/- 11,41,82,400
Total 11,41,82,400
30th
September30th June
30th
September
30th
September
30th
September
30th
September30th June
30th
September
30th
September
30th
September
2012 2012 2011 2012 2011 2012 2012 2011 2012 2011
12 Extraordinary Items ( Net of Tax expenses ) - - - - - - - - - - - -
13 Net Profit for the period ( 11-12 ) 2,812.46 1,777.72 2,999.62 4,590.18 5,232.49 9,265.18 6,954.53 4,149.76 5,898.35 11,104.29 9,180.44 12,159.84
14 Share of profit / (loss) of associates - - - - - - - - - - - -
15 Minority Interest - - - - - - 140.02 80.18 79.59 220.20 79.59 70.69
16 Net Profit after taxes, minority interest and
shares of profit of associates (13-14-15 )
2,812.46 1,777.72 2,999.62 4,590.18 5,232.49 9,265.18 6,814.51 4,069.58 5,818.76 10,884.09 9,100.85 12,089.15
17 Paid-up Equity Share Capital(Face Value
Rs.2/-)
1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82 1,141.82
18 Reserves excluding Revaluation Reserve as
per Balance Sheet of previous accounting year
51,907.28 65,822.27
19 Debenture Redemption Reserves 1,363.64 1,820.00 1,363.64 1,363.64 1,820.00 1,363.64
20i Earning per share(before extraordinary items)
of Rs.2 each ( not annualised)
Basic & Diluted ( Rs.) 4.93 3.11 5.25 8.04 9.17 16.23 11.94 7.13 10.19 19.06 15.94 21.18
20ii Earning per share(after extraordinary items) of
Rs.2 each ( not annualised)
Basic & Diluted ( Rs.) 4.93 3.11 5.25 8.04 9.17 16.23 11.94 7.13 10.19 19.06 15.94 21.18
21 Debt Equity Ratio ( No of times ) 0.01 0.11 0.06 0.59 0.72 0.70
22 Debt Service Coverage Ratio ( No of times ) 1.89 2.00 1.85 2.85 2.14 0.85
23 Interest Service Coverage Ratio (No of times) 6.77 5.65 5.74 3.84 7.33 2.52
Sl
NoPARTICULARS
STANDALONE CONSOLIDATED
Quarter ended Half Year ended Previous
Year ended
31st March
2012 (
Audited )
Quarter ended Half Year ended Previous
Year ended
31st March
2012 (
Audited )
19
(ii) Equity share Capital History of the Company
(iii) Details of any Acquisition or Amalgamation in the last 1 year: N.A.
(iv) Details of any Reorganization or Reconstruction in the last 1 years: N.A.
\
Date of allotment No. of Shares Cumulative No.
of Shares
Face
value
(Rs.)
Issue
Price (Rs.)
Cumulative
Paid-up
Capital (Rs.)
Nature of Allotment /
Remarks
On Incorporation 10,000 10,000 10 10 1,00,000 Promoters
28.08.2006 2,40,000 2,50,000 10 10 25,00,000 Promoters
27.03.2008
1,60,00,400 1,62,50,400 10 20 16,25,04,000 Promoters
31.03.2008 200 1,62,50,600 10 20 16,25,06,000 Promoters
24.09.2008 1,45,40,000 3,07,90,600 10 20 30,79,06,000 Promoters
10.10.2009 15,39,53,000 15,39,53,000 2 - 30,79,06,000 Sub-division of each
share from Rs. 10 to
Rs. 2.
06.05.2010
Cancellation of Entire
(pre-acquisition)
15,39,53,000 Equity
and 5,50,00,000
Preference share
capital pursuant to
Scheme of
amalgamation
10.07.2010 5,70,91,200 5,70,91,200 2 2 11,41,82,400 Allotment of shares
pursuant to Scheme of
Amalgamation.
20
d. (i) Details of the shareholding of the Company as on September 30, 2012:
Category Code
Category of Shareholders
No. of Share Holders
Total No. of Shares
No. of shares held in Demat Form
Total Shareholding as a percentage of total number of shares
Shares pledged or otherwise encumbered
As a % of
(A + B)
As a % of (A+B+C)
Number of Shares
As a Percent-age
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (ix)=(viii) iv*100
(A) Total Shareholding of Promoter & Promoter Group
(1) Indian
(a) Individual/ HUF 5 942620 942620 1.651 1.651 Nil Nil
(b) Central Govt./State Govt. Nil Nil Nil Nil Nil Nil Nil
(c ) Bodies Corporate 5 30440303 30440303 53.319 53.319 Nil Nil
(d) Fin. Institutions/ Bank Nil Nil Nil Nil Nil Nil Nil
(e) Any Other Nil Nil Nil Nil Nil Nil Nil
Sub-Total of (A)(1)
10
31382923
31382923
54.970
54.970
Nil
Nil
(2) Foreign
(a) Individuals (NRIs/Foreign) Nil Nil Nil Nil Nil Nil Nil
(b) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil
(c ) Institutions Nil Nil Nil Nil Nil Nil Nil
(d) Any Other Nil Nil Nil Nil Nil Nil Nil
Sub-Total of (A)(2) Nil Nil Nil Nil Nil Nil Nil
Shareholding of Promoter & Promoter Group (A) =A1+A2
10
31382923
31382923
54.970
54.970
Nil
Nil
(B)
Public Shareholding
(1) Institutions
(a) Mutual Funds/ UTI 2 872546 872546 1.528 1.528 NA NA
(b) Fin. Institutions/ Banks Nil Nil Nil Nil Nil NA NA
(c ) Central Govt./ State Govt. 1 21000 21000 0.037 0.037 NA NA
(d) Venture Capital Nil Nil Nil Nil Nil NA NA
(e) Insurance Company Nil Nil Nil Nil Nil NA NA
(f) Foreign Inst. Investors 7 573183 573183 1.004 1.004 NA NA
(g) Foreign VC Investors Nil Nil Nil Nil Nil NA NA
(h) Any Other Nil Nil Nil Nil Nil NA NA
Sub-Total (B) (1) 10 1466729 1466729 2.569 2.569 NA NA
(2) Non-Institutions
(a) Bodies Corporate 246 20849798 13342498 36.520 36.520 NA NA
(b) Individuals
i. Individual Shareholders holding Nominal Share upto Rs. 1 Lakh
3964 2558106 2301763 4.481 4481 NA NA
ii. Individual Shareholders Holding Nominal Share Greater than Rs. 1 lakh
6 561384 505189 0.983 0.983 NA NA
(c ) Qualified Foreign Investors Nil Nil Nil Nil Nil NA NA
(d ) Any Other - NRI/OCBs 55 40635 40635 0.071 0.071 NA NA
Clearing Memb/Clearing Cor 51 231625 231625 0.406 0.406 NA NA
Sub – Total (B) (2) 4322 24241548 16421710 42.461 42.461 NA NA
Total Public Shareholding (B) = (B) (1) + (B) (2)
4332
25708277
17888439
45.030
45.030
NA
NA
TOTAL (A) + (B) 4342 57091200 49271362 100.00 100.00 Nil Nil
(C ) Shares held by Custodians And against which DRs have Been issued
Nil Nil Nil Nil Nil NA NA
(1) Promoter and Promoter group Nil Nil Nil Nil Nil NA NA
(2) Public Nil Nil Nil Nil Nil NA NA
21
GRAND TOTAL (A)+(B)+(C ) 4342 57091200 49271362 100.00 100.00 Nil Nil
(ii) List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. September 30, 2012:-
(e) Details regarding the directors of the Company:
(i) Details of the Current directors of the Company
Name & DIN Address Designation Date of
Appointment
Directorship in other
Companies
Shri Padam Prakash
Gupta
DIN: 00055954
2B, Hastings Park Road,
Alipore
Kolkata – 700 027
Managing
Director
24.06.2010
1. Ascu Arch Timber
Protection Ltd.
2. Techno Power Projects
Ltd.
3. Desrve Vincom Pvt. Ltd.
4. Techno Leasing & Finance Co.
Pvt. Ltd.
5. Cosmos Iron & Power Pvt. Ltd.
Shri Vijay Dinkar Mohile
DIN: 00060785
D-47, Narmada
Apartments
Alakananda
New Delhi –110 019
Independent
Director
24.06.2010
1. Techno International Ltd.
Shri Krishna Murari
Poddar
DIN: 00028012
10D, Alipore Park Place
Kolkata – 700 027
Director
24.06.2010
1. Ceeta Industries Limited
2. Hari Machines Ltd.
3. Domco Private Limited
Shri Kotivenkatesan
12, 7th Cross
Independent
24.06.2010
1. Alstom Projects India
Sr.
No.
Name of the shareholders
Total No. of Equity
Shares
No of Shares in demat form
Total
shareholding
as % of total
no. of equity
shares
1 VARANASI COMMERCIAL LTD. 12194900 12194900 21.36
2 KUSUM INDUSTRIAL GASES LTD. 7083000 7083000 12.406
3 TECHNO LEASING & FINANCE CO. PVT. LTD. 6894000 6894000 12.075
4 NOBLE COMMUNICATIONS PVT. LTD. 5077321 5077321 8.893
5 J. P. FINANCIAL SERVICES PVT. LTD. 4959531 4959531 8.687
6 AARKAY INVESTMENTS PVT. LTD. 4335215 4335215 7.593
7 TECHNO POWER PROJECTS LTD. 3204000 3204000 5.612
8 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD. 1393628 1393628 2.441
9 TRIMURTI ASSOCIATES PVT. LTD. 1107653 1107653 1.94
10 CHECONS LIMITED 1064403 1064403 1.864
22
Vasudevan
DIN: 00018023
Karpagam Gardens
Adyar
Chennai – 600 020
Director
Limited
2. Henson Enterprises
Private Limited
Shri Kadenja Krishna Rai
DIN: 00629937
# 1053, Sobha Aster, 5th
Main, SRS Nagar
Bilekahalli, BG Road,
Bangalore – 560 076
Independent
Director
24.06.2010
1. V S T Tillers Tractors Ltd.
2. U.B. Engineering. Ltd.
3. ISMT Ltd.
Shri Samarendra Nath Roy
DIN: 00408742
C/4/9, Phase III
Type W2B
Green Towers, Jadavpur
Kolkata – 700 095
Independent
Director
14.09.2009
1. WPIL Ltd.
2. North Dinajpur Power
Limited
3. Rajgarh Bio-Power
Limited
4. Techno Birbhum Green
Power Generating
Co.Ltd.
5. Techno Ganga Nagar
Green Power Generating
Co.Ltd
6. Simran Wind Project
Private Limited.
7. Bargarh Green Power Generating
Co. Ltd.
(ii) Details of change in Directors since last three years:-
Name, Designation and DIN Date of Appointment/
Resignation
Director of the
Company since (in
case of resignation)
Remarks
Shri Harish Himatlal Mehta 03.09.2009 26.10.2005 Resignation
Shri Nilesh Vallabhbhai Dhanani 24.06.2010 26.10.2005 Do
Shri Ranjitsinh Abhaysinh Parmar 03.09.2009 18.06.2008 Do
Shri Rajiv Agarwal 17.07.2010 03.09.2009 Do
Shri Pradeep Kumar Lohia 17.07.2010 03.09.2009 Do
(f) Details regarding the Auditors of the Company:
(i) Details of the auditor of the Company:-
Name Address Auditor since
S.S. Kothari & Co.
21, Old Court House Street, Kolkata – 700 001
2010
(ii) Details of change in auditor since last three years: Not Applicable
Name Address Date of
Appointment/Resignation
Auditor of the
Company since (in
case of resignation)
Remarks
(g) Details of borrowings of the Company, as on 30.09.2012:
(i) Details of Unsecured Loan facilities:-
From Banks - 700 Million
23
(ii) Details of Secured Loan facilities:-
Working Capital Loans From Banks
a) Foreign Currency Loan - Rs.903.35 Million
b) Rupee Loan
Term Loan - Rs.630.00 Million
Bank Overdraft - Rs. 29.63 Million
(iii) Details of NCDs:-
Debenture
Series
Tenor/
Period
of
Maturit
y
Coupon Amou
nt
(Mill.)
Date of
Allotment
Redemption
Date/
Schedule
Credit
Rating
Secured/
Unsecured
Security
Secured
Redeemable
Non
Convertible
Debentures
(“Debentures”)
3 years 7.5% 500 12.01.2010 20.11.2012
(Redeemed)
AA-
/Stable
by
CRISIL
Secured 1. Specific pari passu
charge by way of
mortgage on the piece
and parcel of land
situated at Tamil
Nadu of Simran wind
Project Pvt. Ltd..
2. Specific pari passu
charge on plant &
machinery of Simran
wind Project Pvt.
Ltd..
(iv) List of Top 10 Debenture Holders:- (As on 30.09.2012)
(Rs. In Million)
Sr.
No.
Name of Debenture Holders Amount
1 Standard Chartered Bank (Mauritius) Ltd. 350
2 Corporation Bank 150
(v) Details of rest of the borrowings (if any including hybrid debt like FCCB, Optionally Convertible
Debentures/Preference Shares) as on 30.09.2012: Not Applicable
(vi) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt
securities and other financial indebtedness including corporate guarantee issued by the Company, in the past
5 years:
The company has discharged all its liabilities in time and would continue doing so in future as well. The company has
been paying regular interest and principal whenever due.
(vii) Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other
than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option:
Not Applicable
24
(h) Details of Promoters of the Company: (i) Details of the Promoters of the Company as on the latest quarter end:- 30.09.2012 Sr. No.
Name of the Shareholders Total No. of Equity Shares
No. of shares in demat form
Total shareholding
as % of total no. of equity shares
No. of shares pledged
% of shares pledged with
respect to shares owned
1 CHECONS LIMITED 1064403 1064403 1.864 0 0
2 KUSUM INDUSTRIAL GASES LTD.
7083000 7083000 12.406 0 0
3 TECHNO LEASING & FINANCE CO. PVT. LTD.
6894000 6894000 12.075 0 0
4 TECHNO POWER PROJECTS LTD.
3204000 3204000 5.612 0 0
5 VARANASI COMMERCIAL LTD.
12194900 12194900 21.36 0 0
6 ANKIT GUPTA 108000 108000 0.189 0 0
7 AVANTIKA GUPTA 36000 36000 0.063 0 0
8 P.P. GUPTA (HUF) 599400 599400 1.05 0 0
9 PADAM PRAKASH GUPTA 153000 153000 0.268 0 0
10 RAJ PRABHA GUPTA 46220 46220 0.081 0 0
(i) Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss
statement, Balance Sheet and Cash Flow Statement) for at least last three years and auditors qualifications, if any:
- Copies of the Annual report of the Company for the last 3 years containing audited Consolidated and Standalone financial
Statements alongwith Auditors Report thereon have been attached herewith.
(j) Abridged version of latest Audited/Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial
Information (like Profit & Loss statement and Balance Sheet) and auditors qualifications, if any:
- Copies of the Limited Reviewed Half yearly consolidated and standalone results of the Company alongwith Limited Review
Report of the Auditors thereon for the half year ended on 30th September, 2012 have been attached herewith.
(k) Any material event/development or change having implications on the financials/credit quality (e.g. any material regulatory
proceedings against the Issuer/promoters, tax obligations resulting in material liabilities, corporate restructuring event etc.) at the
time of issue which may affect the issue or the Investor’s decision to invest/continue to invest in the debt securities.
- Other than details given in this Information Memorandum there is no material event/development or change at the time of
issuance of this document which may affect the issue or the investor‟s decision to invest/ continue to invest in the debt securities.
(l) The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given his
consent to the issuer for his appointment under regulation 4(4) and also in all the subsequent periodical communications sent to the
holders of debt securities
The debenture trustee of the proposed Debentures is IDBI Trusteeship Services Limited
(m) The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued
(not older than one month on the date of the opening of the issue) by the rating agencies shall be disclosed.
CRISIL has assigned “CRISIL AA-” (pronounced “Double A minus rating with Stable outlook”) for the proposed Rs. 1000 million NCD
issue. Credit Rating Letter from CRISIL is attached.
(n) If the security is backed by a guarantee or letter of comfort or any other document/letter with similar intent, a copy of the same
shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and
receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. – Not Applicable
(o) Copy of the consent letter from the Debenture Trustee shall be disclosed- Copy of the Consent letter is attached.
(p) Names of all the recognized stock exchanges where the debt securities are proposed to be listed clearly indicating the designed
stock exchange.
25
The securities are proposed to be listed with Designated Stock Exchange i.e. Bombay Stock Exchange Ltd.
(q) Other details:
(i) Debenture Redemption Reserve
Company proposes to create Debenture Redemption Reserve for the present issue of Debentures only to the extent of 25% of
the value of Debentures issued.
As per circular no.9/2002 dated 18.04.2002 issued by the Government of India with respect to creation of Debenture
Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the
value of debentures issued through private placement route. In terms of provisions of Companies Act, 1956, the
Company is required to create Debenture Redemption Reserve out of profits, if any, earned by the company. The Company
will also appoint a Debenture Trustee to protect the interest of the investors.
(ii) Issue/instrument specific regulations
This issue of Non-convertible Debentures is subject to the provisions of the Companies Act, 1956, the Memorandum and
Articles of Association, the terms of this Disclosure Document and Application Form. Over and above such terms and
conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee
Agreement/ Letters of Allotment/ Debenture Certificates, guidelines, notifications, regulations relating to the issue of
debentures and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued
vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended vide Securities and Exchange Board of
India (Issue and Listing of Debt Securities)(Amendment) Regulations, 2012.
Save as otherwise provided in this Disclosure Document, the provisions contained in Annexure C and/ or Annexure D of the
Companies (Central Government‟s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to
any meeting of the Debentures holders, in relation to matters not otherwise provided for in terms of the Issue of the
Debentures.
(iii) Application Process
How to Apply This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures issued by the Company. The document is for the
exclusive use of the Institution(s) to whom it is delivered and it should not be circulated or distributed to third parties.
The document would be sent specifically addressed to the institution(s) by the Issuer Company.
Only eligible investors as given hereunder may apply for Debentures by completing the Application Form in the prescribed
format in BLOCK LETTERS in English as per the instructions contained therein. Applications should be for a minimum of 1 Debenture and in multiples of 1 Debenture thereafter. Applications not completed in the said manner are liable to be
rejected. The name of the applicant‟s bank, type of account and account number must be filled in the Application Form. This is required for the applicant‟s own safety and these details will be printed on the refund orders and interest/ redemption
warrants.
The applicant should mention his/her Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A)
of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his
PAN/GIR No. if the investor does not submit Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at
source.
Unless the Issuer Company specifically agrees in writing with or without such terms or conditions it deems fit, a separate
single cheque / demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. All applicants are requested
to tick the relevant column “Category of Investor” in the Application Form.
Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of „Techno
Electric & Engineering Co Ltd‟ and crossed „Account Payee Only‟. Cash, outstation cheque(s), money orders, postal orders
and stock invest shall not be accepted. Detailed instructions for filling up the application form are provided in the
Application Form. Alternatively, investors can remit their application money through RTGS to Techno Electric & Engineering Co Ltd‟ RTGS Account as detail given below:
Account Name : Techno Electric & Engineering Company Ltd.
Name of Bank & Address : YES Bank Ltd.
IFSC Code No. : YESB0000017
26
Account No. : 001781300000012
No separate receipts shall be issued for the application money. However, the duly completed Application Forms will be
acknowledged as the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. For further instructions, please read Application Form carefully.
Who Can Apply
The following categories of investors may apply for the Debentures, subject to fulfilling their respective investment norms/
rules by submitting all the relevant documents along with the application form.
Scheduled Commercial Banks; Regional Rural Banks; Financial Institutions; Insurance Companies;
All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of
Debentures.
Who Can Buy/Hold the Debentures in the Secondary Market The following categories of investors may b u y / h o l d the Debentures in the secondary market, subject to fulfilling their
respective investment norms/ rules by submitting all the relevant documents along with the transfer form.
Scheduled Commercial Banks; Regional Rural Banks; Financial Institutions; Insurance Companies; Mutual Funds; Foreign Institutional Investors (FIIs) Corporates; High Net Worth Individuals (HNIs) Pension Fund/Provident Fund.
All investors are required to comply with the relevant regulations/ guidelines applicable to them for buying/holding the said
Debentures.
Documents to be provided by investors
Investors need to submit the following documents, along with the application form, as applicable: Memorandum and Articles of Association/ Documents Governing Constitution; Resolution authorizing investment; Certified True Copy of the Power of Attorney; Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the application money; Specimen signatures of the authorized signatories duly certified by an appropriate authority; SEBI Registration Certificate (for Mutual Funds); Permanent Account Number (PAN) allotted by Income Tax Authorities.
Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with
the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the
Company from time to time through a suitable communication.
(iv) Details of utilization of the issue proceeds
The utilization of the proposed funds to be raised through this private placement is towards Normal Capex General
Corporate Purpose, Re-financing of existing loans & Long Term Working Capital.
(v) A statement containing particulars of the Dates of, and parties to all Material Contracts Agreements involving Financial
Obligation of the Issuer.
By very nature and volume of its business, the Company is involved in a large number of transactions involving financial
obligations and therefore it may not be possible to furnish details of all material contracts and arrangements involving financial
obligations of the Company. However, the contracts and documents referred to below (not being contracts entered into in the
ordinary course of business carried on by the Company) which are or may be deemed to be material have been entered into by
the Company.
27
Copies of the contracts and documents referred to below may be inspected at the Registered Office of the Company from
11.00am to 1.00pm on any working day (Monday to Friday) until the date of closing of this Issue.
1) Certified true copies of the Memorandum and Articles of Association of the Company, as amended from time to time.
2) Copy of Certificate of Incorporation of the Company.
3) Certified true copy of the Board resolution dated 09.11.2012 approving the proposed private placement of
Debentures.
4) Certified true copy of the resolution passed by the Shareholders under section 293(1)(d) of the Companies Act, 1956
5) Certified true copy of the resolution passed by the Shareholders under section 293(1)(a) of the Companies Act, 1956.
6) Copy of letter dated from the Company appointing IDBI Trusteeship Services Ltd. as Trustee to the Issue.
7) Copy of letter from IDBI Trusteeship Services Ltd accepting the appointment as Trustee to the Issue
8) Copies of Annual Reports of Company for the last five financial years.
9) Credit Rating Letter & Rationale from CRISIL Ratings.
10) Certified true copy of the Resolution of the Members passed at the A G M held on 11th August, 2012
appointing M/s S. S. Kothari & Co. as statutory auditors of the Company.
11) Copy of Agreement between the Company and National Securities Depository Limited.
12) Copy of Agreement between the Company and Central Depository Services (India) Limited.
B: Issue Details
a) Summary term sheet shall be provided which shall include at least following information (where relevant) pertaining to the Secured Non-convertible debt securities:-
Security Name
Issuer Techno Electric & Engineering Co. Limited
Type of Instrument Secured, Rated, Listed, Redeemable, Non Convertible Debenture („NCD‟/
„Debentures‟)
Nature of Instrument Secured
Mode of Issue Private Placement
Eligible Investors Scheduled Commercial Banks; Regional Rural Banks; Financial Institutions; Insurance Companies;
Listing (including name of stock Exchange(s) where it will be listed and timeline for listing)
Bombay Stock Exchange Ltd. The NCDs will be listed within the statutory time period allowed under SEBI Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
Rating of the Instrument “CRISIL AA-” (pronounced “Double A minus rating with Stable outlook”) by CRISIL Limited
Issue Size Rs.1000 Million
Option to retain oversubscription (Amount)
N.A.
Objects of the Issue The proceeds of the Facility shall be used towards Normal Capex, General Corporate Purpose, Re-financing of existing loans & Long Term Working
Capital
Details of the utilization of the Proceeds The proceeds of the Facility shall be used towards Normal Capex, General Corporate Purpose, Re-financing of existing loans & Long Term Working
Capital
Coupon Rate 10.24% per annum payable semi annually
Step Up/ Step Down Coupon Rate /
Condition In event of a rating downgrade by CRISIL, the coupon will be increased up by 25
bps for every notch downgraded by CRISIL and the revised interest rate will be
applicable from the date of announcement of downgrade by CRISIL.
Subsequent to any rating downgrade by CRISIL, and in event of the rating
upgrade by CRISIL to its original rating at the time of this NCD issuance, the coupon will be reduced by 25 bps for every notch upgraded and revised interest
rate will be applicable from the date of upgrade by CRISIL.
Coupon Payment Frequency Semi Annual
Coupon Payment Dates 28.07.2013, 28.01.2014, 28.07.2014, 28.01.2015, 28.07.2015, 28.01.2016,
28.07.2016, 28.01.2017, 28.07.2017 and 28.01.2018.
Coupon Type Fixed
28
Coupon Reset Process (including rates, spread, effective date, interest rate cap and
floor etc).
NA
Day count basis Actual/Actual
Interest on Application Money Interest at the coupon rate (subject to deduction of income tax under the
provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the
application money for the Debentures. The interest on application money will be computed on an Actual/ 365 (366 in case of a leap year) days‟ basis.
Tenor 5 years
Redemption Date Bonds are redeemable at par in 3 annual installments starting at the end of 3rd
year from deemed date of allotment as below:
At the end of 3rd year: 30% of face value of NCDs (i..e on 28 January 2016)
At the end of 4th year: 40% of face value of NCDs (i..e on 28 January 2017)
At the end of 5th year: 30% of face value of NCDs (i..e on 28 January 2018) Each NCD will comprise of 3 Detachable, Separately Transferable Redeemable Principal Parts (STRPPs) redeemable at par at the end of 3rd, 4th & 5th year
respectively as mentioned above.
Redemption Amount Rs.10,00,000 (Ten Lacs) per NCD
Redemption Premium/ Discount N.A.
Issue Price Rs 10,00,000 (Ten Lacs) per NCD
Discount at which security is issued and the effective yield as a result of such
discount.
N.A.
Put option Date N.A.
Put option Price N.A.
Cal Option Date N.A.
Call Option Price N.A.
Put Notification Time N.A.
Call Notification time N.A.
Face Value Rs 10,00,000 (Ten Lacs)
Minimum Application and in multiples of
1 Debt securities thereafter
10 Debentures (Rs.1 Crore each) & 1 Debenture thereafter
Issue Timing
Issue Opening Date
Issue Closing Date
Pay-in Date
Deemed Date of Allotment
28 January 2013 28 January 2013
28 January 2013 28 January 2013
(The company reserves the right to change the issue programme and also accept or reject any application in part or in full without assigning any reason.)
Issuance mode of the Instrument Demat only (for private placement)
Trading mode of the Instrument Demat only (for private placement)
Settlement mode of the Instrument Payment on redemption will be made by RTGS/ NEFT in the name of the Debentures holder whose name appears on the List of Beneficial owners given
by Depository to the Company as on the Record Date.
Depository NSDL and/or CDSL
Business Day Convention In case any of the payment dates fall on a Saturday, Sunday or a Public Holiday,
the next working day shall be considered as the effective date(s).
Record Date 15 days prior to each Coupon Payment/ Redemption Date
Transaction Documents For details, please refer to para on “A statement containing particulars of the
Dates of, and parties to all Material Contracts Agreements involving
Financial Obligation of the Issuer” mentioned elsewhere in this Information Memorandum.
Trustee Agreement Debenture Trust Deed
Conditions Precedent to Disbursement Corporate approvals from the boards of directors and shareholders (if
required) of the issuer shall have been received for the execution, delivery and performance by the issuer for issuance of the Debentures
29
to Investors in accordance with the terms of the Issuance;
All other approvals and consents from third parties, if required in
relation to the transactions contemplated herein shall have been
received
Representations and Warranties
These representations and warranties will be provided as on the Deemed Date of
Allotment. On each Interest Payment Date and the Maturity Date.:
(a) Authority and capacity:
(i) The Issuer validly and legally exists and is duly incorporated
under the laws of India.
(ii) The Issuer has the legal right and full power and authority and
has taken all necessary corporate actions to enter into and
perform its obligations under the Transaction Documents
(iii) This Information Memorandum and the Transaction
Documents to be executed by the Issuer will, when executed,
constitute legal, valid and binding obligations on the Issuer
and shall be, in accordance with their respective terms
enforceable against the Issuer, as affected by the principles of
enforcement and provisions contained under the applicable
laws and regulations.
(iv) The books of accounts of the Issuer have been properly
maintained in accordance with Applicable Law.
(b) The Issuer has not received any notice of acquisition or requisition of any of its
material assets or for any claims from any authority in respect thereof which
has a Material Adverse Effect.
(c) The Properties of the Issuer on which the Security is to be created in terms of
Clause ______ are the sole and absolute property of the Company and, are free
from any other mortgage, charge or encumbrance and are not subject to any
lispendens, attachment or other process issued by any Court or other authority;
(d) The operations of the Issuer are conducted in material compliance with
Applicable Law and the Issuer has not received any notice or other
communication from any court, tribunal, arbitrator, governmental agency or
regulatory body with respect to an alleged, actual or potential violation and/or
failure to comply with any Applicable Law, which will have a Material
Adverse Effect.
(e) The Issuer is not a defendant in any pending claim, legal action, proceeding,
suit, litigation, prosecution or arbitration which will have a Material Adverse
Effect and to the best of the knowledge of the Issuer, there are no such claims,
legal actions, proceedings, suits, litigations, prosecutions or arbitrations
contemplated or threatened, which will have a Material Adverse Effect .
(f) The Issuer/ Promoter Group has not become the subject of voluntary winding
up proceedings or ii) has become the subject of involuntarily proceedings under
any law relating to winding up or bankruptcy or insolvency law .
(g) The Issuer has paid all Taxes which it has become liable to pay except for Tax
liabilities which are disputed by the Issuer in good faith.
(h) The shareholding pattern of the Company as included herein are true, complete
and accurate as of the date of issue hereof.
(i) The representations and warranties of the Issuer does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements and facts contained herein or therein, in light of the
30
circumstances in which they were or are made, not false or misleading.
Covenants and Undertakings The Issuer shall at all times till the redemption of the NCDs
(a) keep the Debenture Trustee/Debenture Holders informed of all orders
directions, notices of courts/tribunal affecting or likely to affect the Security
(b) disclose all material events to the Debenture Trustee/Debenture Holders on an ongoing basis
(c) keep the Security adequately insured and in the proper condition
(d) Provide a satisfactory Title Clerance Certificate and a ROC Search
Report in respect of the security to be created in favour of the Debenture Holders
(e) Comply with the provisions of the Debenture Trustee Agreement and the
Debenture Trust Deed and this Information Memorandum.
The Issuer shall not without consent of the Debenture Holders
(i) Undertake any new project, diversification, modernisation or substantial
expansion of any project;
(ii) Create any subsidiary or permit any company to become its subsidiary;
(iii) Undertake or permit any merger, consolidation, reorganisation, scheme
of arrangement or compromise with its creditors or shareholders or effect any
scheme of amalgamation or reconstruction;
Condition Subsequent to Disbursement N.A.
Events of Default Cross default with any other financial indebtedness of the Issuer
Issuer does not pay, on the due date, any amount payable and due
pursuant to this Information Memorandum and any of the Transaction
Documents;
Default in the performance or observance of any covenant, condition,
warranty or provision contained in this Information Memorandum or any
other Transaction Document and such default has continued for a period
of thirty (30) days after notice in writing thereof has been given to the
Issuer by the Debenture Holder/debenture Trustee.
Default by the Issuer and/or other Person, as applicable, in creation of
Security Interest to the satisfaction of the Investors within the period
stipulated herein
If the issuer voluntarily or compulsorily goes into liquidation or ever has
a receiver appointed in respect of its assets or refers itself to the Board
for Industrial and Financial Reconstruction or under any other law
providing protection as a relief undertaking;
If the issuer commences a voluntary proceeding under any applicable
bankruptcy, insolvency, winding up or other similar law now or
hereafter in effect, or has become the subject of involuntarily
proceedings under any law relating to winding up or bankruptcy or
insolvency law, or admits inability to pay its respective debts as they fall
due, or any receiver, liquidator, assignee (or similar official) for any or
a substantial part of its respective property is appointed;
If a petition is filed for the winding up of the issuer and the same is
admitted, and such petition is not dismissed or stayed within a period of
30 (thirty) days of such petition being admitted;
Breach of any representations and/or warranties or covenants contained
in this Deed or any other Transaction Document, which is detrimental to
the interest of the Debenture Holders in the discretion of the Debenture
Trustee (acting on the instructions of the Debenture Holders) or any such
representations and/or warranties are found to be untrue, misleading or
incorrect, when made or deemed to be made;
Any material adverse event, as defined in the Transaction Documents.
31
Any other events as specified in the Transaction Documents
Consequences of EOD Upon the happening of any Event of Default all outstanding amounts on the
Instrument shall stand accelerated and the Debenture Trustee will, in case of an Event
of Default (other than a default in payment of interest and principle amounts
(“Payment Default”) due and payable to the Debenture Holders) give notice (unless
instructed otherwise by the Investors in writing) to the Issuer to pay the outstanding
amounts within fifteen Business Days of the happening of any Event of Default. It is
clarified that in case of a Payment Default, the Debenture Trustee shall not be
required to give any notice/cure period to the Issuer.
Role and Responsibilities of Debenture Trustee
For details, please refer to para on “Trustees for the Debentures holders‟ mentioned elsewhere in this Information Memorandum.
Governing Law and Jurisdiction The NCDs are governed by and will be construed in accordance with Indian law. The Delhi Courts shall have non-exclusive jurisdiction with respect to matters
relating to the NCDs.
Security The NCDs together with interest, liquidated damages, costs, charges, expenses
and all other monies whatsoever payable by the Company shall be secured /
procured by the following security interest to be created in favour of Debenture
Trustee, to be appointed for the benefit of Debenture holders:
(i) Exclusive mortgage and charge over ~33 MW Operational Wind Power
Plant at Tamil Nadu (To be referred as “Project”), all the Project
immovable properties (including mortgage of leasehold rights for
leasehold land subject to provisions of extant laws in regards to forest
and revenue land), both present and future;
(ii) A first charge by way of hypothecation of all the Project movable
properties, both present and future, including movable plant and
machinery, machinery spares, tools and accessories, furniture, fixtures,
vehicles and all other movable properties of whatsoever nature;
(iii) A first charge on Project cash flows, receivables, book debts and
revenues of the Company of whatsoever nature and wherever arising,
both present and future;
(iv) A first charge on entire intangible assets of the Project, including but
not limited to, goodwill and uncalled capital, both present and future;
(v) A first charge by way of assignment or creation of security interest of -
(a) all the rights, title, interest, benefits, claims and demands
whatsoever of the Project in the Project Documents (including but not
limited to Power Purchase Agreements, Purchase Order(s), Insurance
Contracts, O&M Contracts, Energy Offtake Letter of Engagement,
CDM Advisory Services Engagement Agreement), duly acknowledged
and consented to by the relevant counter-parties to such Project
Documents, all as amended, varied or supplemented from time to time;
(b) subject to Applicable Law, all the rights, title, interest, benefits,
claims and demands whatsoever of the Project in the Clearances, and
(c) all the rights, title, interest, benefits, claims and demands
whatsoever of the Project in any letter of credit, guarantee, performance
bond, corporate guarantee, bank guarantee provided by any party to the
Project Documents;
(B) The Company shall maintain a minimum security cover of 1.25 times during the
currency of debentures.
Security Creation The security shall be created in favour of the Trustees as below:
Hypothecation of all movable assets within 30 days;
Mortgage of immovable land within a period of 90 days and
The company shall perfect all security interest within a period of 90 days
from the Date of Disbursement or such extended period as may be permitted by
the regulatory authority (ies), failing which an additional interest at the rate of 2% p.a. on outstanding amount of Debentures shall be payable till such creation
of security to the satisfaction of the trustee, without prejudice to the other right
32
to the trustee & debenture holder.
Default in Payment In case of default in payment of Interest and/ or principal redemption on the due
dates, additional interest of atleast @ 2 % p.a. or such other rate as may be mutually agreed with the Investor, over the coupon rate will be payable by the
company for defaulting period.
Delay in Listing In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the company will pay penal interest of atleast 1% p.a. over the
coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.
Clear Market The Issuer would ensure that it will not bring any other primary issue of NCDs within next three month from signing of the final term sheet.
b) Other Issue details:
Market Lot
The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialized form, the
odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.
Letter(s) of Allotment
Issue of Letter(s) of Allotment
The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository
Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 working days from the
Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate.
Debentures in Dematerialized Form The Company has finalized Depository Arrangements with National Securities Depository Limited (NSDL)/Central Depository
Services Limited (CDSL) for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time).
The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer‟s DP account to
his depository participant.
Applicants are required to mention their Depository Participant‟s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form. In case the depository arrangement is finalized before the completion of
all legal formalities for issue of Debenture Certificates, Debentures to successful allottee(s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.
Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on
the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the
Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30
days.
Issue of Debenture Certificate(s) Subject to the completion of all legal formalities within 3 months from the Deemed Date of Allotment, or such extended period
as may be approved by the Appropriate Authorities, the initial credit akin to a Letter of Allotment in the Beneficiary Account of
the investor would be replaced with the number of Debentures allotted.
The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act,
1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/
CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof.
Face Value, Issue Price, Effective Yield for Investor As each Debenture has a face value of Rs.10, 00,000/- and is issued at par i.e. for Rs.10, 00,000/-. Since there is no premium or
discount on either issue price or on redemption value of the Debentures, the effective yield for the investors held to maturity
shall be the same as the coupon rate on the Debentures.
Interest on Application Money Interest at the coupon rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other
33
statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Debentures. Such interest shall be paid from the date of realisation of cheque(s)/demand draft(s)/ RTGS up to one day
prior to the Deemed Date of Allotment. The interest on application money will be computed on an Actual/ 365 (366 in case
of a leap year) days basis. Such interest would be paid on all the valid applications, including the refunds. Where the entire
subscription amount has been refunded, the interest on application money will be paid along with the Refund Orders. Where an
applicant is allotted lesser number of Debentures than applied for, the excess amount paid on application will be refunded to
the applicant along with the interest on refunded money. The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders, in case of refund of application money, if any) shall be dispatched by the company within 15
days from the Deemed Date of Allotment and the relative interest warrant(s) along with the Refund Order(s), as the case may be,
will be dispatched by registered post to the sole/ first applicant, at the sole risk of the applicant.
Payment of Interest The interest will be payable to the Debentures holder(s) whose names appear in the List of Beneficial Owners given by the
Depository to the Bank on the Record Date/ Book Closure Date. Payment of interest will be made by way of credit through
RTGS/NEFT system. In case of cheque /demand draft the same will be dispatched to the sole/ first applicant, 7 days before
the due date(s) by registered post at the sole risk of the applicant.
Computation of Interest Interest for each of the interest periods shall be calculated, on 'actual/ 365 (366 in case of a leap year) days' basis, on the face
value of principal outstanding on the Debentures at the coupon rate rounded off to the nearest Rupee.
Tax Deduction at Source (TDS) Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be
deducted at source. For seeking TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged at
least 15 days before the payment of interest becoming due with the Company Secretary, or to such other person(s) at such
other address(es) as the Company may specify from time to time through suitable communication.
Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source, the Company shall send
to the Debentures holder(s) a Certificate of Tax Deduction at Source.
Tax Benefits The Debentures holder(s) are advised to consult their own tax advisers on the tax implications of the acquisition, ownership and
sale of Debentures, and income arising thereon.
Payment on Redemption Payment on redemption will be made by RTGS/NEFT in the name of the Debentures holder whose name appears on the List
of Beneficial owners given by Depository to the Company as on the Record Date.
The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of
Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the
liability of the Company towards the Debentures holders. On such payment being made, the Company will inform NSDL/
CDSL/ Depository Participant and accordingly the account of the Debentures holders with NSDL/ CDSL/ Depository
Participant will be adjusted.
The Company‟s liability to the Debentures holders towards all their rights including for payment or otherwise shall cease and
stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest
or compensation from the date of redemption..
In case if the principal redemption date falls on a day which is not a Business Day („Business Day‟ being a day on which
Commercial Banks are open for Business in the city of Mumbai), then the payment due shall be made on the next Business Day along with interest of that period.
List of Beneficial Owners The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall
be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.
Debenture Redemption Reserve (DRR) As per extant circular no. 6/3/2001-CL.V dated 18.04.2002 issued by the Government of India with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of
the value of debentures issued through private placement route. In terms of extant provisions of Companies Act, 1956, the
Company is required to create Debenture Redemption Reserve out of profits, if any, earned by the Company. The Company
shall create a Debenture Redemption Reserve („DRR‟) and credit to the DRR such amounts as applicable under provisions of
Section 117C of the Companies Act 1956 (as amended from time to time) or any other relevant statute(s), as applicable.
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Notices
All notices to the Debentures holder(s) required to be given by the Company or the Trustees shall be published in one English
and one regional language daily newspaper in Mumbai, New Delhi, Kolkata and Chennai and/ or, will be sent by post/ courier
to the sole/ first allottee or sole/ first Beneficial Owner of the Debentures, as the case may be from time to time.
All notice(s) to be given by the Debentures holder(s) shall be sent by registered post or by hand delivery to the Company or to
such persons at such address as may be notified by the Company from time to time through suitable communication.
Sharing of Information The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information
about the Debentures holders available with the Company, with its subsidiaries and affiliates and other banks, financial
institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and
affiliates nor their agents shall be liable for use of the aforesaid information.
Undertaking by the Issuer The Issuer Company undertakes that:
• the complaints received in respect of the Issue shall be attended to by the issuer Company expeditiously and satisfactorily; • it shall take all steps for completion of formalities for listing and commencement of trading at all the concerned
stock exchange(s) where securities are to be listed and taken within the statutory time prescribed for the same. • the funds required for dispatch of refund orders by registered post shall be made available to the Registrar to the Issue by
the Issuer Company; • no further issue of securities shall be made till the securities offered through this Information Memorandum are listed or till
the application money are refunded on account of non-listing, under-subscription, etc; • Necessary co-operation to the credit rating agency shall be extended in providing true and adequate information till the debt Obligations in respect of the instrument are outstanding.
Depository Arrangements The Company has In House Share Transfer Registry for the present Debenture issue. The Company has made necessary
depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for issue and holding of Debentures in dematerialised form. In this context the Company has signed two
bipartite agreements as under:
a. By party Agreement dated: 02.12.2005 between Techno Electric & Engineering Co Ltd‟ and National Securities Depository Limited (NSDL) for offering depository option to the investors.
b. By party Agreement dated: 16.11.2005 between Techno Electric & Engineering Co Ltd‟ and Central Depository Services (India) Limited (CDSL) for offering depository option to the investors.
Investors can hold the debentures only in dematerialized form and deal with the same as per the provisions of Depositories Act,
1996 as amended from time to time.
Procedure for applying for demat Facility • The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL
prior to making the application. • The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant‟s ID)
appearing in the Application Form under the heading „Details for Issue of Debentures in Electronic/ Dematerialized Form‟. Debentures allotted to an applicant will be credited directly to the applicant‟s respective Beneficiary Account(s) with the DP.
• For subscribing the Debentures, names in the application form should be identical to those appearing in the account details in the
depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.
• The Registrars to the Issue will directly send non-transferable allotment advice/ refund orders to the applicant. • If incomplete/ incorrect details are given under the heading „Details for Issue of Debentures in Electronic/ Dematerialized Form‟
in the application form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the company.
• For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her
DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any.
• It may be noted that Debentures being issued in electronic form, the same can be traded only on the Stock Exchanges having
35
electronic connectivity with NSDL or CDSL. Stock Exchange(s) where the Debentures of the company are proposed to be listed has connectivity with NSDL and CDSL.
• Interest or other benefits would be paid to those Debentures holders whose names appear on the list of beneficial owners given
by the Depositories to the company as on Record Date/ Book Closure Date. In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.
Mode of Transfer of Debentures Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/
Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal
procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held
in electronic form. The seller should give delivery instructions containing details of the buyer‟s DP account to his depository
participant.
Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to
the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name
appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the
transferor(s) and not with the company.
Undertaking that the Issuer shall use a Common Form of Transfer.
The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these
debentures held in electronic form. The seller should give delivery instructions containing details of the buyer‟s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form/procedure for transfer of debentures.
Trustees for the Debentures holders • The Company has appointed IDBI Trusteeship Services Ltd to act as Trustees for the Debentures holders (hereinafter referred to
as “Trustees”). A copy of letter from IDBI Trusteeship Services Ltd. conveying their consent to act as Trustees for the Debentures holders is enclosed elsewhere in this Information Memorandum.
• The Company and the Trustees will enter into a Trustee Agreement and Trust Deed, inter alia, specifying the powers,
authorities and obligations of the Company and the Trustees in respect of the Debentures. • The Debentures holder(s) shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and
things necessary.
• No Debentures holder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. • Any payment made by the Company to the Trustees on behalf of the Debentures holders shall discharge the Company pro tanto
to the Debenture holder(s). • The Trustees will protect the interest of the Debentures holder(s) in the event of „Default‟ by the Company in regard to timely
payment of interest and repayment of principal and they will take necessary action at the cost of the Company. • The trustee shall have all other rights as available under applicable laws.
Right to Accept or Reject Applications
The Board of Directors/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The Application Forms that are not complete in all respects
are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be
rejected on one or more technical grounds, including but not restricted to:
• Number of Debentures applied for is less than the minimum application size; • Applications exceeding the issue size; • Bank account details not given; • Details for issue of Debentures in electronic/ dematerialized form not given; • PAN/GIR and IT Circle/Ward/District not given;
In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not
36
submitted.
PAN/ GIR Number
All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the
Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-
allotment should be mentioned in the Application Form in the space provided.
Record Date/ Book Closure Date Falling on Sunday/ Holiday The „Record Date/ Book Closure Date‟ for the Debentures shall be 15 days prior to each interest payment and/ or principal
repayment date (in case of exercise of call option). In case record date / book closure date falls on Sunday / Holiday, the day prior to
the said Sunday / Holiday shall be the record date / book closure date.
Future Borrowings The Company shall be entitled to borrow/ raise loans or avail financial assistance in whatever form and can also issue Debentures/
STRPPs / Notes/ other securities without the consent of, or intimation to, the Debentures/ STRPPs holder(s) in this connection.
Provided however, in case such borrowings are proposed to be secured by pari passu charge on the Security created in favour of the
Debenture Holders, the Issuer shall take prior written approval of the Debenture Trustee ( who shall take instructions from Majority
Debenture Holders)
Purchase/ Sale of Debentures The Company will have the power exercisable at its absolute discretion from time to time to purchase some or all the Debentures at
any time prior to the specified date(s) of redemption, at discount, at par or at premium from the open market in accordance with the
applicable laws. Such Debentures, at the option of the Company, may be cancelled, held or resold at such price and on such terms
and conditions as the Company may deem fit and as permitted by law.
Right to Re-Issue In the event of the Debentures being so purchased and/ or redeemed before maturity in any circumstances whatsoever, the Company
shall have the right to re-issue the Debentures under section 121 of the Companies Act, 1956 or any other relevant statute(s), as
applicable.
Debentures holder not a Shareholder
The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.
Rights of Debentures holders A register of Debenture holders will be maintained in accordance with Section 152 of the Act and all interest and principal sums
becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debentures holders.
Modification of Rights The rights, privileges, terms and conditions attached to the Debentures( save and except change in Coupon, repayment schedule,
financial terms and conditions contained herein) may be varied, modified or abrogated with the consent, in writing, of those holders
of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant
to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative
against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are
not acceptable to the Company.
Succession In the event of the demise of the sole/ first holder of the Debentures or the last survivor, in case of joint holders for the time being,
the Company will recognize the executor or administrator of the deceased Debentures holder, or the holder of succession certificate
or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor or
administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such
holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having
jurisdiction over the matter. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the
Debentures standing in the name of the deceased Debentures holder on production of sufficient documentary proof or indemnity.
Where a non-resident Indian becomes entitled to the Debenture by way of succession, the following steps have to be complied with: • Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debentures was acquired by the NRI as
part of the legacy left by the deceased holder. • Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be on a non-repatriation basis.
Signatures
37
Signatures should be made in English and in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.
Nomination Facility As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/ Joint Applicant can nominate, in the
prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of Power
of Attorney cannot nominate.
Governing Law The NCDs are governed by and will be construed in accordance with Indian law. The Company, the NCDs and Company‟s
obligations under the NCDs shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture Holders, by
purchasing the NCDs, agree that the Delhi Courts shall have non-exclusive jurisdiction with respect to matters relating to the NCDs.
Consents Consents in writing from the Registrars, Bankers to the Issue and Trustees to the Issue, Compliance Officer & Company
Secretary to act in their respective capacities have been obtained by the Issuer Company and such consents have not been
withdrawn upto the date of opening of the Issue.
For Techno Electric & Engineering Co Ltd
(Authorized Signatory)
Place: Kolkata Date: 28th January, 2013
38
ANNEXURE: UNDERTAKING BY THE COMPANY
The Company undertakes that:
• It will provide a compliance certificate duly certified by the Debenture Trustee to the Debenture holders, (on a yearly basis), in respect of compliance with the terms and conditions of Issue as contained in this Information Memorandum / Disclosure Document; and
• Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be
promptly disclosed by the company to the Stock Exchange. Any change in rating shall be promptly disseminated to Debenture
holders and prospective investors in such manner as stock exchange may determine from time to time. All information and reports on the Debentures, including compliance reports filed by the Company and the Debenture Trustee, shall be disseminated
to the Debenture holders and the general public by placing them on the website of the company and shall through the Trust Deed, request the Debenture Trustee to place the same on the website
• The above Information Memorandum / Disclosure Document is compliant with all disclosures required to be made for listing of
Non-Convertible Debentures on a private placement basis on a recognized stock exchange, as specified in Schedule I of the Securities and Exchange Board of India ( Issuing and Listing of Debt Securities) Regulations,2008
For Techno Electric & Engineering Co Ltd
(Authorized Signatory)
39
Taxpayers PAN /GIR No. IT Circle /Ward /District ( ) Not Allotted
Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No
ANNEXURE: APPLICATION FORM
Application No: Date: ………………
The Compliance Officer
M/s Techno Electric & Engineering Co Ltd
Dear Sirs,
Having read and understood the contents of the Information Document/Disclosure Document dated J a n u a r y ……, 2013, we
apply for allotment of the NCDs to us. The amount payable on application as shown below is remitted herewith. On allotment,
please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the
Information Document / Disclosure Document.
(Please read carefully the instructions on the next page before filling this form)
No. in Figures No. in Words No. of Debentures Applied for Amount (Rs) in figures: Amount (Rs) in words: Cheque / Demand Draft / RTGS Details Date Drawn on Bank
Applicant‟s Name & Address in full (please use capital letters)
Pin Code:
Telephone: Fax: Email: Status: Banking Company ( ) Insurance Company ( ) Others ( ) --- please specify
Name of Authorized Signatory Designation Signature
Details of Bank Account
Bank Name & Branch Nature of Account Account No: IFSC / NEFT Code
Depository Details:
DP Name DP ID Client ID (*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would be credited to
the extent of debentures allotted.
(Tear here)
40
Date:
ACKNOWLEDGEMENT SLIP
Application No: Received From Rs. /- By cheque /
Demand Draft / RTGS No drawn on towards application
for Debentures. (Cheques / Demand Drafts are subject to realization)
For all further correspondence please contact: The Compliance Officer, Techno Electric & Engineering Co Ltd‟, Tel:
…………., Fax: …..
INST
RUCT
IONS
You must complete application in full in BLOCK LETTERS IN
ENGLISH. Your Signatures should be made in English or in any
of the Indian languages
Application forms duly completed in all respects, together with high value Cheques / Pay Order / Demand Draft, must be
lodged at the
Techno Electric &
Engineering Co Ltd‟
corporate office.
In case of payments through RTGS, the payment may be made
as follows: Beneficiary: Techno Electric & Engineering Co Ltd
Bank Details : RTGS Code : Account No :
The Cheque(s)/Demand Draft(s) of high value clearing zone should be drawn in favour of “Techno Electric & Engineering
Co Ltd” and crossed “A/c payee” only Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and payable at Kolkata.
Outstation cheques, cash, money orders, postal orders and stock invest will NOT
be accepted.
As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, you are
requested to mention the full particulars of the bank account, as specified in the application form.
Interest warrants will then be made out in favour of the bank for credit to your account. In case the full particulars are not
given, cheques will be issued in the name of the applicant at their own risk.
Techno Electric & Engineering Co Ltd in the “Acknowledgement Slip” appearing below the Application Form will
acknowledge receipt of applications. No separate receipt will be issued.
You should mention your Permanent Account Number or the GIR number allotted under Income-Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.
The application would be accepted as per the terms of the issue outlined in the Information Memorandum / Disclosure
Document.
