Information Memorandum / Disclosure Document Private & Confidential (This Information Memorandum is neither a prospectus neither a statement in lieu of prospectus) JYOTI STRUCTURES LIMITED We were incorporated at Mumbai, India, on 27 th May, 1974 as Jyoti Structurers Private Limited under the Companies Act, 1956. Pursuant to a change of name to Jyoti Structures Private Limited, we were issued a fresh certificate of incorporation on 21 st October, 1974. Pursuant to provisions of Section 43 A of the Companies Act, 1956, with effect from 30 th September, 1985, the Company became a deemed public limited company. Registered & Corporate Office: 6th Floor, Valecha Chambers, New Link Road, Andheri (West), Mumbai 400 053, Maharashtra, India. Tel: +91 22 4091 5000 Fax: +91 22 4091 5014/15 Chief Financial Officer: Mr. Sudhir Nayak Contact Person: Mr. L.H. Khilnani, Company Secretary and Compliance Officer Email: [email protected]Website: www.jsl.in INFORMATION MEMORANDUM DISCLOSURE DOCUMENT FOR ISSUE BY WAY OF PRIVATE PLACEMENT OF SECURED LISTED FULLY REDEEMABLE NON-CONVERTIBLE DEBT IN THE NATURE OF DEBENTURES OF THE FACE VALUE OF `10,00,000 (RUPEES TEN LAKHS) EACH FOR CASH AT PAR AGGREGATING UPTO `40,00,00,000 (RUPEES FORTY CRORES) 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 the 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. Specific attention of the Investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material 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 The Debentures have been rated “CARE BBB” (pronounced Triple B) by Credit Analysis & Research Ltd (CARE). The rating is not a recommendation to buy, sell or hold the Debentures 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 paragraph on ‘Credit Rating’ mentioned elsewhere in this Information Memorandum. LISTING Secured Listed Fully Redeemable Non-Convertible Debentures offered through this Information Memorandum are proposed to be listed on the Whole Sale Debt Market Segment (“WDM Segment”) of BSE Ltd. (the “Bombay Stock Exchange” or “BSE”). The BSE has through its letter dated 11 th September, 2013 granted its in-principle approval for listing of the Secured Listed Fully Redeemable Non- Convertible Debentures. ISSUE PROGRAMME Isue Opens on: 22 nd October, 2013 Issue Closes on: 22 nd October, 2013 Pay-in Date: 22 nd October, 2013 Deemed Date of Allotment: 22 nd October, 2013 ISSUER DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE Regd Office : Valecha Chambers, 6th Floor, New Link Road, Andheri West, Mumbai 400 053, Maharashtra, India Tel: +91 22 40915000 Fax: +91 22 40915014/15 Email: [email protected]Contact Person: Mr. L. H. Khilnani Central Office: Asian Building, Ground Floor 17. R. Kamani Marg Ballard Estate Mumbai 400 001 Tel : +91 22 40807000 Fax : +91 22 66311776 Email: [email protected]Contact Person: Mr. Vitthal Nawandhar E/2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri East, Mumbai 400 072, Maharashtra, India Tel: +91 22 28470652/ 53 Fax: +91 22 28475207 Email : [email protected]Contact Person : Mr. Ashok Shetty NOTE: This Information Memorandum/Disclosure Document of private placement is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force. The Company can, at its sole and absolute discretion change the terms of the offer. The Company reserves the right to close the Issue.
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Information Memorandum /
Disclosure Document
Private & Confidential (This Information Memorandum is neither a
prospectus neither a statement in lieu of prospectus)
JYOTI STRUCTURES LIMITED
We were incorporated at Mumbai, India, on 27th May, 1974 as Jyoti Structurers Private Limited under the Companies Act,
1956. Pursuant to a change of name to Jyoti Structures Private Limited, we were issued a fresh certificate of incorporation
on 21st October, 1974. Pursuant to provisions of Section 43 A of the Companies Act, 1956, with effect from 30th September,
1985, the Company became a deemed public limited company.
Registered & Corporate Office: 6th Floor, Valecha Chambers, New Link Road, Andheri (West), Mumbai 400 053,
DISCLOSURE DOCUMENT FOR ISSUE BY WAY OF PRIVATE PLACEMENT OF SECURED
LISTED FULLY REDEEMABLE NON-CONVERTIBLE DEBT IN THE NATURE OF
DEBENTURES OF THE FACE VALUE OF `10,00,000 (RUPEES TEN LAKHS) EACH FOR CASH
AT PAR AGGREGATING UPTO `40,00,00,000 (RUPEES FORTY CRORES) 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 the 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. Specific attention of the Investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Information Memorandum.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all
information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material 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
The Debentures have been rated “CARE BBB” (pronounced Triple B) by Credit Analysis & Research Ltd (CARE).
The rating is not a recommendation to buy, sell or hold the Debentures 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 paragraph on ‘Credit Rating’ mentioned elsewhere in this Information Memorandum.
LISTING
Secured Listed Fully Redeemable Non-Convertible Debentures offered through this Information Memorandum are proposed to be listed
on the Whole Sale Debt Market Segment (“WDM Segment”) of BSE Ltd. (the “Bombay Stock Exchange” or “BSE”). The BSE has through its letter dated 11th September, 2013 granted its in-principle approval for listing of the Secured Listed Fully Redeemable Non-
Total (B) 6,199,765 6,199,765 7.54 6,140,400 99.04
Grand Total (A)+(B) 22,861,891 22,861,891 27.79 18,285,061 79.98
Information Memorandum /
Disclosure Document
Private & Confidential
28
Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least
last three years and auditor qualifications, if any
− Please refer to the section on Financial Information.
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
− Please refer to the section on Financial Information.
Any material event/ development or change having implications on the financials/credit quality
(e.g., any material regulatory proceedings against the Issuer / Promoters, tax litigations
resulting in material liabilities, corporate restructuring event etc) at the time of Issue which
may affect the Issue or the Investors’ decision to invest / continue to invest in the debt
securities.
− Other than the details mentioned 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 Investors’ decision to invest / continue to invest in the debt securities.
The names of the debenture trustee(s) shall be mentioned with statement to the effect that
debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4
(4) and in all the subsequent periodical communications sent to the holders of debt securities.
− IDBI Trusteeship Services Limited has given its written consent dated 11th September, 2013
for its appointment as the Debenture Trustee to the Issue under Regulation 4(4) of the SEBI
Regulations and inclusion of its name in the form and context in which it appears in this
Information Memorandum.
The detailed rating rationale (s) adopted (not older than one year on the date of opening of the
Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue)
by the rating agencies shall be disclosed
− CARE has revised the Company’s rating from ‘CARE A-’ to ‘CARE BBB’ for the Debentures
due to
elongation of working capital cycle on account of increase in receivable days.
reduction in profitability margins for FY13 (refers to the period April 1 to March 31)
consequent to increase in interest expense coupled with exposure to clients with weak
financial risk profile, thereby increasing the counter party risk.
− Company's ability to manage its working capital in view of its growing scale of operations
along with reduction in receivables and the performance of the loss-making subsidiaries
alongwith the quantum of support given are the key rating sensitivities.
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.
Information Memorandum /
Disclosure Document
Private & Confidential
29
Copy of consent letter from the Debenture Trustee shall be disclosed
− Copy of the consent letter dated 11th September, 2013 issued by the Debenture Trustee is
attached herewith.
Names of all the recognised stock exchanges where the debt securities are proposed to be listed
clearly indicating the designated stock exchange
− The securities are proposed to be listed with Designated Stock Exchange i.e., Bombay Stock
Exchange Limited.
Other details
Debenture Redemption Reserve
As per extant circular no. 11/02/2012-CL-V (A) dated 11th February, 2013 issued by the Government
of India with respect to creation of Debenture Redemption Reserve (“DRR”), for manufacturing and
infrastructure companies, the adequacy of DRR is defined at 25% (twenty five percent) of the value
of debentures issued on private placement route. In terms of extant provisions of Companies Act the
Company is required to create DRR out of profits, if any, earned by the Company. The Company
shall create a DRR and credit to the DRR such amounts as applicable under provisions of Section
117C of the Companies Act (as amended from time to time) or any other relevant statute(s), as
applicable.
Issue / instrument specific regulations
This Issue of Non-convertible Debentures is subject to the provisions of the Companies Act the
Memorandum and Articles, the terms of this Information Memorandum 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 Debenture Documents/ 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 6th June, 2008 as amended from time to time.
Save as otherwise provided in this Information Memorandum, 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 Debenture holders, in
relation to matters not otherwise provided for in terms of the Issue of the Debentures.
Application process and other details
How to Apply
Applications for the Debentures must be made in the Application Form and must be completed in
block letters in English by Investors. Application Forms must be accompanied by either a demand
draft or cheque or electronic transfer drawn or made payable in favour of ‘Jyoti Structures Limited –
NCD’ and should be crossed “Account Payee only”. The full amount of the face value of the
Debentures applied for has to be paid along with the delivery of the fully completed and executed
Application Form.
Information Memorandum /
Disclosure Document
Private & Confidential
30
Cheque/demand drafts/electronic transfer may be drawn on any scheduled bank and payable at
Mumbai. The Company assumes no responsibility for any applications/cheques/demand drafts lost in
mail or in transit. Who can apply? This Information Memorandum/Disclosure Document and the contents hereof are restricted for only
the intended recipient(s) who have been addressed directly through a communication by or on behalf
of the Company and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, include
commercial banks, financial institutions including development financial institutions, companies and
funds, asset management companies and such other category of investor as expressly authorised to
invest in the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this Issue. Submission of completed Application Form All Application Forms duly completed accompanied by account payee cheques/drafts/application
money/transfer instructions from the respective investor’s account to the account of the Issuer, shall
be submitted at the Registered Office. Issue Program
ISSUE OPENING DATE 22nd
October, 2013
ISSUE CLOSING DATE 22nd
October, 2013
The Company reserves the right to change the Issue time table, at its sole discretion, without giving
any reasons or prior notice. Debentures will be open for subscription at the commencement of
banking hours and close at the close of banking hours on the dates specified in this Information
Memorandum/Disclosure Document. Mode of payment and Interest on subscription amounts The subscription amounts for Debentures shall be deposited/credited in the bank account number
054405006104 of the Issuer opened and maintained with the designated bank (the “Account”). The
Parties hereby agree that if before the last Business Day prior to the 15th (fifteenth) day from the
Closing Date, the Debentures have not been listed on the BSE’s WDM Segment, then the Issuer shall
immediately on such last Business Day redeem the Debentures in full by repaying the entire principal
sums invested in the Debentures along with (a) interest at the rate of 14% p.a. for the period from the
Closing Date till such redemption and (b) the costs and expenses certified by the Investors as having
been incurred and/or suffered by them to subscribe to the Debentures, other than the cost of purchase
and/or acquisition of relevant quantities of FII Debt Limits. The details of the designated bank are as follows:
Bank Name ICICI Bank Limited
Account No 054405006104
IFSC Code ICIC0000544
Bank Address ICICI, Seepz Branch, MIDC, Andheri East, Mumbai 400093
Beneficiary Jyoti Structures Limited – NCD
Information Memorandum /
Disclosure Document
Private & Confidential
31
Procedure and time of schedule for Allotment
On the Debentures being subscribed under this Issue, the Debentures would be Allotted by the Board.
The Company will credit the Depository Participant account of the allottee, in favour of the allottees
or send a refund letter along with refund amount, in accordance with the provisions hereunder and
the Debenture Documents.
The Company has the sole and absolute right to Allot the Debentures to any applicant.
Right to Accept or Reject Applications
The Company is entitled at its sole and absolute discretion to accept or reject any application, in part
or in full, without assigning any reason. Application Forms that are not complete in all respects shall
be rejected at the sole and absolute discretion of the Company.
Dispatch of Refund Orders
The Company shall ensure dispatch of refund orders, if any, by registered post.
Loss of Interest Cheques / Refund Cheques
Loss of interest cheques/refund cheques should be intimated to the Company along with request for
issue of duplicate instrument. The issue of duplicate in this regard shall be governed by applicable
law and any other conditions as may be prescribed by the Company.
Computation of interest
Interest for each of the interest periods shall be computed on the basis of actual number of days
elapsed in a year of 365 (three hundred and sixty five) days.
Interest at the applicable Interest rate will be paid only to the beneficiaries as per the beneficiary list
provided by the Depository as on the Record Date. Interest on the Debentures shall be payable on the
Interest Payment Date.
In the case of joint holders of Debentures, Interest shall be payable to the first named Debenture
holder. The provisions of the Depositories would be compiled by the Registrar for facilitating interest
payment by the Company on the Interest Payment Date.
All payments made by the Issuer to any Debenture holder are exclusive of all taxes, other than any
taxes on income which income taxes may be deducted at source as per the IT Act or any other
statutory modification or re-enactment thereof and such sums shall be credited / deposited promptly
and in any case before the 7th (seventh) of the month falling after the date on which the sums were
deducted, with the relevant Income Tax department and certificates evidencing such credit/deposit
shall be provided to the Debenture holders promptly and in any case within [60 (sixty) days] of
deduction of such sums. If such certificates are not provided/delivered on or before the expiry of the
period of 60 (sixty) days and such taxes on income are required to be paid by the Debenture holders
on demand being made by the relevant tax authorities and due to the failure of the Issuer to credit /
deposit any sums deducted as above, then all consequences of such default, including payment of
Default Interest and/or enforcement of security interest, at the discretion of the Investors, follow. In
the event that the Issuer fails to provide certificates evidencing credit/deposit as required and the
relevant tax authority raises a demand on the Debenture holders pursuant to which the Debenture
holders have paid tax, the Default Interest shall apply from the date when original sums were due and
Information Memorandum /
Disclosure Document
Private & Confidential
32
payable till the payment of all such sums to the Investors and issuance and delivery of the relevant
tax deduction certificate to the Investors.
Redemption
The Debentures, unless previously repurchased by the Company in accordance with the Debenture
Documents, will be redeemed on the Final Maturity Date.
Prepayment
The Issuer shall, subject to the terms of the Debenture Subscription Agreement, have the ability to
prepay or redeem prior to the Final Maturity Date, the Debentures in full or in part along with all
Redemption Premium calculated in relation to the Principal Amounts being prepaid/redeemed, on
any date (“Prepayment Date”) after giving to such Investors a prior written notice of 90 (ninety)
days. The redemption shall be accompanied by payment of all Interest, Redemption Premium
accrued till the date of redemption.
Further, if the prepayment is occurring on or before the 3rd
(third) anniversary of the Closing Date,
then the Issuer shall in addition to the principal sums sought to be prepaid pay to the Investors an
amount which, after factoring in the Interest and Redemption Premium on such Principal Amounts
already paid and/or payable on or before the date when the prepayment is sought to be made, shall be
equal to the Total Yield which the Issuer would have earned on such Principal Amounts till the 3rd
(third) anniversary of the Closing Date had the Debentures not been prepaid. For the avoidance of
doubt, it is clarified that any prepayment shall be done on a pro rata basis in relation to each of the
Debentures.
Payment on redemption
Payment of the redemption amount of the Debentures will be made by the Company to the
beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The
Debentures shall be taken as discharged on payment of the Outstanding Amounts by the Company to
the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of
the Company towards the Debenture holders. On such payment being made, the Company will
inform the Depository and accordingly the account of the Debenture holders with Depositories will
be adjusted. The Company’s liability to the Debenture holder in respect of all their rights including
for payment or otherwise shall cease and stand extinguished after the Final Maturity Date. Upon
dispatching the payment instrument towards payment of the Outstanding Amounts as specified above
in respect of the Debentures, the liability of the Company shall stand extinguished.
Interest Rate in case of default
On the failure of the Issuer to pay any sums when due under the Debenture Documents or upon a
downgrade of credit rating of the Issuer/Debentures to default grade, the Company shall be liable to
pay to the Debenture holders, Default Interest on the Outstanding Amounts (other than Default
Interest) for the period of delay which amounts shall be in addition to the Interest which shall
continue to be chargeable till the actual date of payment. The Default Interest shall compound at the
end of every quarter on the last day of such quarter.
Issue of Debentures
After completion of all legal formalities and on the Closing Date, the Company will issue the jumbo
Debentures certificate to the Depository and the Allotment Advice to the Debenture holders. The
Company shall credit the depository account of the allottee on the Closing Date.
Information Memorandum /
Disclosure Document
Private & Confidential
33
Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the
saleable lot is one Debenture.
Mode of Transfer
The Debentures shall be freely transferable to all classes of eligible investors subject to compliance
with Applicable Laws. The Debentures shall be transferred and/or transmitted in accordance with
applicable provisions of the Companies Act and other Applicable Laws.
Transfer of Debentures (being in dematerialised form) would be in accordance to the rules/
procedures as prescribed by the Depositories.
Rights of Debenture holders
The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than
those available to them under any Applicable Law including the Companies Act and the Debenture
Documents. The Debentures shall not confer upon the Debenture holders the right to receive
notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.
Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or
abrogated with the consent, in writing, of those holders of the Debentures who hold at least ¾ (three-
fourths) of the outstanding amount of Debentures or with the sanction accorded pursuant to a
resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less
than ¾ (three-fourths) of the persons voting there upon a show of hands or, upon poll if such poll is
demanded by a majority representing not less than ¾ (three-fourths) in value of the votes cast on
such poll, provided that nothing in such consent or resolution shall be operative against the Company
if the same are not accepted in writing by the Company.
Creation of Security
The Issuer proposes to create a second charge over all its immovable and movable property within 90
(ninety) days of the date of allotment of the Debentures.
In case of delay in execution of the Debenture Trust Deed, the Company will refund the subscription
with agreed Interest rate or will pay penal interest of at least 2% (two percent) per annum over the
Interest rate till these conditions are complied with at the option of the Investors.
Prior Consent from Senior Lenders of the Issuer
Prior consent of the senior lenders of the Issuer is required in order to create the proposed subservient
charge over all its immovable and movable property. The Issuer has obtained the in-principle
approval of State Bank of India, the lead consortium bank. The approval of all the senior lenders will
be obtained prior to creation of the security.
Tax Deduction at Source
All payments made by the Issuer to any Debenture holder are exclusive of all taxes, other than any
taxes on income which income taxes may be deducted at source as per the IT Act or any other
statutory modification or re-enactment thereof and such sums shall be credited / deposited promptly
Information Memorandum /
Disclosure Document
Private & Confidential
34
and in any case before the 7th (seventh) of the month falling after the date on which the sums were
deducted, with the relevant Income Tax department and certificates evidencing such credit/deposit
shall be provided to the Debenture holders promptly and in any case within 60 (sixty) days of
deduction of such sums. If such certificates are not provided/delivered on or before the expiry of the
period of 60 (sixty) days and such taxes on income are required to be paid by the Debenture holders
on demand being made by the relevant tax authorities and due to the failure of the Issuer to credit /
deposit any sums deducted as above, then all consequences of such default, including payment of
Default Interest and/or enforcement of security interest, at the discretion of the Investors, follow. In
the event that the Issuer fails to provide certificates evidencing credit/deposit as required and the
relevant tax authority raises a demand on the Debenture holders pursuant to which the Debenture
holders have paid tax, the Default Interest shall apply from the date when original sums were due and
payable till the payment of all such sums to the Investors and issuance and delivery of the relevant
tax deduction certificate to the Investors.
Terms of Debenture Subscription Agreement and Debenture Documents
The provisions of this Information Memorandum and the covenants, undertakings, representations
and disclosures made by the Issuer under this Information Memorandum shall be supplemental / in
addition to the obligations, undertakings, covenants, representations etc. of the Issuer incorporated
under the Debenture Subscription Agreement and the other Debenture Documents and nothing
contained expressly or impliedly herein including under the statements made by the Issuer in relation
to Confidentiality, Disclaimers, Risk Factors etc. shall act as an exception to or a disclosure against
undertakings, covenants, representations, information and other obligations of the Issuer under the
Debenture Subscription Agreement and the other Debenture Documents.
Disclaimer in respect of jurisdiction
This Issue is made in India to investors who shall be specifically approached by the Company. This
Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures
offered hereby to any Person to whom it is not specifically addressed. Subject to the arbitration provisions
in the Debenture Documents, any disputes arising out of this Issue will be subject to the exclusive
jurisdiction of the courts of Mumbai. This offer of Debenture is made in India to FIIs registered with
SEBI in India and such other investors who the Company shall approach specifically. This Information
Memorandum/Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the
Debentures herein, in any other jurisdiction to any Person to whom it is unlawful to make an offer or
invitation in such jurisdiction.
Consents
IDBI Trusteeship Services Ltd. has given its written consent dated 11th September, 2013 for its
appointment as Debenture Trustee to the Issue under Regulation 4(4) of the SEBI Regulations and
inclusion of its name in the form and context in which it appears in this Information
Memorandum/Disclosure Document.
Information Memorandum /
Disclosure Document
Private & Confidential
35
FINANCIAL INFORMATION
Abridged version of the latest audited / limited review half yearly consolidated and standalone
financial information and auditors qualifications, if any
PART I – BALANCE SHEET
Standalone
As at As at As at
31/Mar/2013 31/Mar/2012 31/Mar/2011
` in Lacs ` in Lacs ` in Lacs
I EQUITY AND LIABILITIES
1) Shareholders' Funds
a) Share Capital 4,145.20 1,644.28 1,642.52
b) Reserves and Surplus 70,453.56 64,816.18 58,531.03
UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2013
Sr.
No.Particulars
Standalone
Quarter Ended
Profit / (Loss) from operations before other income, finance costs
and exceptional items (1-2)
Profit / (Loss) from ordinary activities before finance costs and exceptional
Items (3 + 4)
Profit / (Loss) from ordinary activities after finance costs but before
exceptional Items (5 - 6)
Net Profit / (Loss) after Taxes (13 + 14 - 15)
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting
year
Quarter Ended 30-06-2013
-
3
Cost of material consumed includes Bought-out materials purchased for supplies to customer under the contracts.
3
-
The above results as reviewed and recommended by the Audit Committee, have been approved by the Board of Directors at its meeting held on 27th July 2013
The Company is in the business of execution of projects related to power transmission and as such there are no reportable primary business segments.
Tax Expense includes provision for Current Tax and Deferred Tax.
During the quarter, the Company has allotted 4,375 Equity Shares of ` 2 each to the eligible employees of the Company, under the Employees Stock Option Scheme
Information Memorandum /
Disclosure Document
Private & Confidential
44
SUMMARY OF THE TERMS
Following is the summary of the terms of the issue:
Security Name Secured Fully Redeemable Non-convertible
Debentures
Issuer Jyoti Structures Limited
Type of Instrument Fully redeemable debentures
Nature of Instrument Secured
Seniority Subordinated
Mode of Issue Private placement
Eligible investors The following categories of investors, when specifically
approached, are eligible to apply for this private
placement of Debentures:
1. Companies and Bodies Corporate;
2. Commercial Banks;
3. Financial Institutions;
4. Foreign Institutional Investors;
5. Insurance Companies;
6. Trustee Companies of Mutual Funds and Asset
Management Companies; and
7. Any other eligible investor.
All investors are required to comply with the relevant
regulations / guidelines applicable to them for investing
in this Issue of Debentures.
Listing (including the name of the stock
exchange where it will be listed and
timeline for listing)
BSE WDM Segment within 15 (fifteen) days of the
date of the allotment
Rating of the Instrument ‘Triple B’ by CARE Limited