JYOTI STRUCTURES LIMITED - Bombay Stock Exchange · JYOTI STRUCTURES LIMITED We were incorporated...

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,

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 11th September, 2013 granted its in-principle approval for listing of the Secured Listed Fully Redeemable Non-

Convertible Debentures.

ISSUE PROGRAMME

Isue Opens on: 22nd October, 2013

Issue Closes on: 22nd October, 2013

Pay-in Date: 22nd October, 2013

Deemed Date of Allotment: 22nd 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


Contact Person: Mr. Vitthal Nawandhar

E/2, Ansa Industrial Estate, Sakivihar

Road, Saki Naka, Andheri East,


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.


Disclosure Document

Private & Confidential

2

Table of Contents

DEFINITIONS AND ABBREVIATIONS ............................................................................... 3

DISCLAIMER .......................................................................................................................... 7

CONFIDENTIALITY............................................................................................................... 9

LIMITS ON DISTRIBUTION ................................................................................................. 9

ISSUER PROFILE.................................................................................................................. 17

SHARE CAPITAL STRUCTURE AND HISTORY ............................................................. 22

FINANCIAL INFORMATION .............................................................................................. 35

SUMMARY OF THE TERMS ............................................................................................... 44

DECLARATION .................................................................................................................... 55


Disclosure Document


3

DEFINITIONS AND ABBREVIATIONS

Company/Issuer

Jyoti Structures Limited, a company with its registered office at: 6th Floor,

Valecha Chambers, New Link Road, Andheri (West), Mumbai 400 053

Maharashtra, India

“we”, “us”, “our” Unless the context otherwise requires, the Company

Account Bank account number 054405006104 of the Issuer opened and maintained

with the Designated Bank

Affiliate

Any other Person that directly or indirectly, through one or more

intermediaries, controls, is controlled by, or is under common control with,

such Person. The term “control” (including the terms “controlled by” and

“under common control with”) means the possession, directly or indirectly, of

the power to direct or cause the direction of the management and policies of a

Person, whether through the ownership of voting securities, by contract or

otherwise. With respect to Investor AION Capital Partners Limited (a

Mauritius private company limited), “Affiliate” shall be deemed to include

(X) Apollo Asia Private Credit Master Fund Pte Ltd. (“APC”) and any entity

formed by AION Capital Partners Limited or APC to invest in or lend to

Issuer/subscribe to the Debentures and (Y) any entity controlled by or under

common control with AION Capital Management Limited or Apollo

Management Singapore Pte Ltd.

Application Form The form in which an investor can apply for subscription to the Debentures

Applicable Law Any statute, law, regulation, ordinance, rule, judgment, rule of law, order,

decree, clearance, approval, directive, guideline, policy, requirement, or other

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

or any interpretation or administration of any of the foregoing by, any

statutory or regulatory authority whether in effect as of the date of this

Information Memorandum or thereafter and in each case as amended.

Allotment Advice An advice informing the Allottee of the number of Debenture(s) allotted to

him in Electronic (dematerialised) Form

Allot/Allotment/Allotte

d

Unless the context otherwise requires or implies, the allotment of the

Debentures pursuant to the Issue

Articles Articles of Association of the Company

Board Board of Directors of the Company or a Committee thereof

BSE Bombay Stock Exchange Limited

Business Day

A day (other than a Saturday or a Sunday) on which banks are normally open

for regular banking business in Mumbai and the place of incorporation of the

Investor.

CARE Credit Analysis and Research Limited

CDSL Central Depository Services (India) Limited

Closing Date The date of Issue and Allotment of the Debentures in terms of the Debenture

Documents

Companies Act Companies Act, 1956

Company Assets All the assets and properties of the Issuer, including all rights, title, interest,

privileges, concessions and benefits in relation to such assets and properties

Credit Rating Agency CARE or any other Rating Agency, appointed from time to time


Disclosure Document


4

Debentures/NCDs

Redeemable, non-convertible, listed and transferable debentures of face value

`10,00,000 (Rupees Ten Lakhs) issued by the Issuer pursuant to this

Information Memorandum

Debenture Documents

All documents entered into in relation to the issuance of the Debentures

and/or the creation of any Security Interest and/or other rights and privileges

of the Investors and the Debenture Trustee including but not limited to the

Debenture Subscription Agreement, the Debenture Trust Deed, Debenture

Trustee Agreement, this Information Memorandum, the Security Documents

and any other agreement or document so designated by the Debenture Trustee

Debenture holder(s) The investors who are Allotted Debentures

Debenture Subscription

Agreement

The document titled 'Debenture Subscription Agreement' dated 21st October.

2013 entered into inter alia between the Issuer, the Investors and the

Debenture Trustee.

Debenture Trustee Trustee for the Debenture holders, in this case being IDBI Trusteeship

Services Limited.

Debenture Trustee

Agreement

The document titled 'Debenture Trustee Agreement' dated 21st October, 2013

entered into inter alia between the Issuer and the Debenture Trustee for the

appointment of the Debenture Trustee.

Debenture Trust Deed The document titled 'Debenture Trust Deed' to be executed between the Issuer

and the Debenture Trustee.

Default Interest Interest payable on the Outstanding Amounts (other than the Default Interest)

at the rate of 2% (two percent) over and above the Interest Rate.

Depository A depository registered with SEBI under the SEBI (Depositories and

Participants) Regulations, 1996, as amended

Depository

Participant/DP

A participant as defined under the Depositories Act, 1996

EHV Extra High Voltage

EPC Engineering Procurement and Construction

ESOS Employees Stock Option Scheme

FII

Foreign Institutional Investor (as defined under the Securities and Exchange

Board of India (Foreign Institutional Investors) Regulations, 1995) registered

with SEBI

FII Debt Limits The debt limits prescribed by the RBI for investment by FIIs in India, from

time to time

Final Maturity Date The date falling 60 (sixty) months from the Closing Date.

Fiscal Quarter

In any fiscal year i.e., the accounting period commencing from April 1st of

each year till March 31st of next year, any of the following three month

periods of a fiscal year:

(a) April 1 to June 30;

(b) July 1 to September 30;

(c) October 1 to December 31;

(d) January 1 to March 31.

Investors AION Direct Singapore Pte. Ltd.

IT Act The Income-tax Act, 1961 as amended from time to time


Disclosure Document


5

Information

Memorandum/

Disclosure Document

This Information Memorandum dated 18th October, 2013 through which the

Debentures are being offered on a private placement basis

Interest An interest of 7 (seven) % per annum calculated on the Principal Amounts or

so much thereof as is outstanding from time to time and payable on each

Interest Payment Date.

Interest Payment Date

The date falling on the last day of every Fiscal Quarter and if such day is not a

Business Day, then the Business Day immediately preceding such day

provided that the Interest shall be calculated till the last day of the Fiscal

Quarter.

Issue Issue of the Debentures on a private placement basis

kV Kilo Volts

MT Metric Tonnes

Majority Debenture

holders

Such of the Debenture holders who represent more than 66.67% (sixty six

point sixty seven percent) of the Principal Amount.

Memorandum/MoA Memorandum of Association of the Company

NEFT National Electronic Fund Transfer system, a nation-wide payment system

facilitating one-to-one funds transfer

NSDL The National Securities Depository Limited

Outstanding Amounts

All amounts payable to the Debenture holders (including Principal Amounts,

Interest, Redemption Premium and Default Interest) which have become due

and payable, including any costs or fees payable to the Debenture Trustee

acting in any of its capacities under the respective Debenture Documents.

Person An individual, natural person, corporation, partnership, joint venture,

incorporated or unincorporated body or association, company, government or

subdivision thereof

Prepayment Date A date earlier than the Redemption Date on which the Outstanding Amounts

are prepaid in accordance with the Debenture Documents

Principal Amount On any particular date, the principal amount of the outstanding Debentures on

such date

Promoters The individuals and entities disclosed as Promoters at pages 26 and 27 of this

Information Memorandum under the chapter entitled “Capital Structure”

RBI The Reserve Bank of India

Record Date

The record date shall be 7 (seven) working days prior to each Interest

Payment/principal repayment date, for determining the beneficiaries of the

Debentures for the Interest payment and/or principal repayment.

Redemption Date The date on which the Debentures are redeemed in accordance with the terms

of the Debenture Documents

Redemption Premium

Such amounts in relation to any part or whole of the Principal Amounts which

are being redeemed, repaid and/or prepaid on any date, including on account

of exercise of rights by the Investors following an Event of Default, which is

equal to an interest of 7% (seven percent) per annum on such Principal

Amounts compounded annually

Registrar to the Issue Registrar to the Issue, in this case being Bigshare Services Private Limited

ROC / Registrar of

Companies The Registrar of Companies, Maharashtra, Mumbai


Disclosure Document


6

Rs./Rupees/INR/` Indian Rupees

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by

RBI

SEBI Securities and Exchange Board of India constituted under the Securities and

Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 issued by SEBI

Security Documents The documents entered into in relation to the creation of the Security Interest

pursuant to the Debenture Subscription Agreement including the documents

for creating security over the Company Assets.

Security Interest Any mortgage, pledge, hypothecation, assignment, deposit arrangement,

encumbrance, lien (statutory or other), preference, priority or other security

agreement of any kind or nature whatsoever including, without limitation, any

conditional sale or other title retention agreement, any financing or similar

statement or notice filed under any recording or notice statute, and any lease

having substantially the same effect as any of the foregoing.

Stipulated Security

Creation Date

The date falling within 90 days from the Closing Date or such other date as

may be specified or extended by the Majority Debenture holders from time to

time

Total Yield An interest of 14% (fourteen percent) per annum on the Principal Amounts

payable in the form of Interest and Redemption Premium as the case may be.

WDM Segment Wholesale Debt Market segment of BSE


Disclosure Document


7

DISCLAIMER This Information Memorandum/Disclosure Document is neither a Prospectus nor a Statement in lieu

of a Prospectus under the Companies Act and has been prepared in accordance with the SEBI

Regulations. The debentures are proposed to be listed on the WDM Segment of the BSE. This

Information Memorandum/Disclosure Document is not intended to be circulated to more than 49

(forty-nine) Persons. Multiple copies hereof given to the same entity shall be deemed to be given to

the same Person and shall be treated as such. It does not constitute and shall not be deemed to

constitute an offer or an invitation to subscribe to the Debentures to the public in general or a section

thereof.

This Information Memorandum/Disclosure Document has been prepared to provide general

information about the Issuer to potential investors to whom it is addressed and who are willing and

eligible to subscribe to the Debentures. This Information Memorandum/ Disclosure Document does

not purport to contain all the information that any potential investor may require. Neither this

Information Memorandum/Disclosure Document nor any other information supplied in connection

with the Debentures is intended to provide the basis of any credit or other evaluation and any

recipient of this Information Memorandum/ Disclosure Document should not consider such receipt a

recommendation to purchase any Debentures. Each investor contemplating purchasing any

Debentures should make its own independent investigation of the financial condition and affairs of

the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should

consult their own financial, legal, tax and other professional advisors as to the risks and investment

considerations arising from an investment in the Debentures and should possess the appropriate

resources to analyze such investment and the suitability of such investment to such investor's

particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum/Disclosure Document

(including the documents incorporated by reference herein, if any) contains all information that is

material in the context of the Issue of the Debentures, is accurate in all material respects and does not

contain any untrue statement of a material fact or omit to state any material fact necessary to make the

statements herein, in the light of the circumstances under which they are made, not misleading. No

Person has been authorized to give any information or to make any representation not contained or

incorporated by reference in this Information Memorandum/Disclosure Document or in any material

made available by the Issuer to any potential investor pursuant hereto and, if given or made, such

information or representation must not be relied upon as having been authorized by the Issuer.

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

copied, reproduced, distributed or disclosed (in whole or in part) by the recipient to any other Person nor

should any other Person act on it.

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 will be rejected without assigning any reason.

The Person who is in receipt of this Information Memorandum/Disclosure Document should

maintain utmost confidentiality regarding the contents of this Information Memorandum and should


Disclosure Document


8

not reproduce or distribute in whole or part or make any announcement in public or to a third party

regarding the contents.

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.

Neither the delivery of this Information Memorandum/Disclosure Document nor the Issue 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.

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 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

relating to the Issue on the strict understanding that the contents hereof are strictly confidential.

The Debentures are proposed to be listed on the WDM Segment of the BSE and are freely tradeable

subject to the rules, regulations and bye laws of BSE. The transferee of the Debentures shall be

deemed to have read and understood the terms and conditions of the Debentures as is publicly

available on the website of the BSE and/or available with the Debenture Trustee.

A copy of this Information Memorandum has been filed with the BSE, in terms of the SEBI

Regulations. This Information Memorandum has not and will not be filed with SEBI. It is hereby

clarified that submission of this Information Memorandum to the BSE should not in any way deemed

or construed to mean that this Information Memorandum has been reviewed, cleared or approved by

the BSE; nor does the BSE in any manner warrant, certify, or endorse the correctness or

completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that

the NCDs will be listed or continue to be listed on the BSE; nor does the BSE take any responsibility

for the soundness of the financial and other conditions of the Issuer, its Promoters, or the business of

the Issuer.


Disclosure Document


9

CONFIDENTIALITY

THE INFORMATION AND DATA CONTAINED HEREIN IS SUBMITTED TO EACH

RECIPIENT OF THIS INFORMATION MEMORANDUM ON A STRICTLY PRIVATE AND

CONFIDENTIAL BASIS. BY ACCEPTING A COPY OF THIS INFORMATION

MEMORANDUM, EACH RECIPIENT AGREES THAT NEITHER IT NOR ANY OF ITS

EMPLOYEES OR ADVISORS WILL USE THE INFORMATION CONTAINED HEREIN FOR

ANY PURPOSE OTHER THAN EVALUATING THE SPECIFIC TRANSACTION DESCRIBED

HEREIN OR WILL DIVULGE TO ANY OTHER PARTY ANY SUCH INFORMATION. THIS

INFORMATION MEMORANDUM MUST NOT BE PHOTOCOPIED, REPRODUCED,

EXTRACTED OR DISTRIBUTED IN FULL OR IN PART TO ANY PERSON OTHER THAN

THE RECIPIENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

LIMITS ON DISTRIBUTION

THE DISTRIBUTION OF THE INFORMATION MEMORANDUM IN CERTAIN

JURISDICTIONS MAY BE PROHIBITED BY LAW. RECIPIENTS ARE REQUIRED TO

OBSERVE SUCH RESTRICTIONS AND THE COMPANY OR ITS RESPECTIVE AFFILLIATES

ACCEPT NO LIABILITY TO ANY PERSON IN RELATION TO THE DISTRIBUTION OF

INFORMATION IN ANY JURISDICTION.

Risk Factors

Every business carries inherent risks and uncertainties that can affect financial conditions, results of

operations and prospects. The management of the Company understands that risks can negatively

impact the attainment of both short term operational and long term strategic goals.

The following factors have been considered for determining the materiality:

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

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

c. Some events may not be material at present but may have material impact in future.

The Company believes that the following risk factors may affect its ability to fulfil its obligations

under the Debentures issued under the Debenture Documents. All of these factors are contingencies

which may or may not occur and the Company is not in a position to express a view on the likelihood

of any such contingency occurring.

Risks relating to the Issue

The following are some of the risks envisaged by the Issuer’s management. Investors should consider

the same carefully for evaluating the Issuer and its business before making any investment decision.

Unless the context requires otherwise, the risk factors described below apply to the Issuer and its

subsidiaries only. If any one of the risks occur the Company’s business, financial conditions and

results of operations could suffer and therefore the value of the Issuer’s securities could decline.

The Company believes that the factors described below represent the principal risks inherent in

investing in the Debentures issued under this Information Memorandum, but the inability of the

Issuer, as the case may be, to pay necessary amounts, on or in connection with any Debentures may

occur for other reasons and the Issuer does not represent that the statements below regarding the risks


Disclosure Document


10

of holding any Debentures are exhaustive. Investors should also read the detailed information set out

elsewhere in this Information Memorandum and reach their own views prior to making any

investment decision.

Risks relating to the Company

The Company faces significant competition.

The Company operates in an intensely competitive environment in India and internationally. It faces

significant competition from companies that have a pan-India footprint and also from companies in

the international markets.

Contracts are generally awarded following a competitive bidding process and satisfaction of

prescribed pre-qualification criteria. While various factors including technical capability, health and

safety records, availability of qualified personnel, reputation and experience are important

considerations in assessment of a bid, price is the major factor in most tender awards. Consequently,

it faces intense margin pressure, which could have an adverse effect on the financial condition and

prospects of the Company.

Any downgrade in credit rating may affect the trading price of the NCDs.

The Debentures offered through this Issue have been rated ‘CARE BBB’ (pronounced ‘Triple B’),

indicating moderate credit risk by CARE. Credit rating is merely an indicator of the perceived

repayment capability of the Company. Therefore, the rating of the Debentures may not bear any co-

relation to the price of the Debentures and is not an indication of the trading price of the Debentures

subsequent to listing. Further, the rating is subject to continuous scrutiny and revision. In the event that

the credit rating of the Debentures is downgraded subsequent to listing, it may adversely impact the

trading price of the Debentures and reduce the value of your investment to such extent.

The Company is subject to restrictive covenants in certain financing facilities provided to it.

The Company has entered into financing arrangements that contain provisions that restrict its ability

to do, among other things, any of the following:

Dealing with goods, movables and other assets charged;

Dealing with or availing any new credit facility from any other lender;

Effecting any change in its capital structure;

Formulating any scheme of amalgamation or reconstruction;

Implementing any scheme of expansion/diversification/modernization other than routine capital

expenditure;

Assigning or transferring any of its assets;

Paying dividends; and

Issuing any debentures, raising any loans, accepting deposits from the public, issuing equity or

preference capital.

There can be no assurance that we will be able to obtain the relevant consents, on time or at all, and

this may restrict/delay some of the actions/initiatives necessary to operate and grow our business and

also impact us financially. Further, should we breach any financial or other covenants contained in

any of our financing agreements, we may be required to immediately repay our outstanding loan(s)

either in whole or in part, together with any related costs.


Disclosure Document


11

In addition to the restrictions mentioned above, under our working capital facility, we are required to

notify our lenders if we decide to make any call in respect of our shares already issued or decide to

issue any unissued capital or create any new shares. The lenders may also require that all moneys

received in relation to such call on existing shares or from issue of new shares to be deposited into a

joint account of ours with the lenders or to be applied either wholly or partly to the repayment of the

principal amount of the working capital facility or interest and other moneys outstanding.

The lenders under certain of our financing arrangements have the right to appoint nominee directors

on our Board and lender consent is also required for the appointment or removal of the managing and

whole time directors. Currently, no lender has exercised this right but there can be no assurance that

they will not avail of such rights in the future.

The fixed price contracts entered into by the Company may lead to significant pricing risks

that could lead to the Company incurring losses.

The Company undertakes some of its key projects on a fixed-price contract basis. Under these

contracts, it generally agrees to provide engineering procurement and construction services for the

project on a fixed-price basis, subject to limited variations, such as to reflect changes in the client’s

project requirements. As a result, it is exposed to risks including price fluctuation of raw material,

bought out items and fuel. Any increase in the price of these items will increase the Company’s costs

and adversely impact our profitability.

While the Company generally enters into forward contracts to hedge its exposure to price fluctuation

of raw materials, such as aluminum and zinc, or enter into back-to-back supplier contracts, it is still

exposed to significant pricing risks from the time a bid is made until the time the contract is fully

performed.

Even though, some fixed-price contracts for projects may provide for limited price contingencies

based, among others, on anticipated changes in prices of certain raw materials, particularly steel, and

general market trends, the Company continues to be exposed to price variation risk and time lag in

application.

Invocation of corporate guarantees provided by the Company on behalf of its overseas

subsidiaries and joint ventures may affect its financial condition.

The Company has provided various corporate guarantees for securing various debt facilities obtained

by its overseas subsidiaries and joint ventures. Although, the Company believes that its subsidiaries

and joint ventures will be able to adequately service their debt, in the event such guarantees are

invoked by the lenders, the same may significantly affect the financial condition of the Company.

This may lead to significant value erosion of the Company. As at the date of this Information

Memorandum / Disclosure Document, the aggregate amount of the corporate guarantees provided by

the Company on behalf of its overseas subsidiaries and joint ventures is `717,26,00,000 (Rupees

Seven Hundred Seventeen Crores and Twenty Six Lakhs only).

GENERAL INFORMATION

Name & Address of the Registered Office of the Issuer

Jyoti Structures Limited

Valecha Chambers, 6th Floor, New Link Road, Andheri (West),


Tel : +91 22 40915000; Email : [email protected]


Disclosure Document


12

Corporate Office of the Issuer

Valecha Chambers, 6th Floor,

New Link Road, Andheri (West),

Mumbai 400 053

Maharashtra, India

Tel : +91 22 40915000


Company Registration No.: L45200MH1974PLC017494

Credit Rating Agency

Credit Analysis & Research Limited (CARE)

Godrej Coliseum, 4th Floor, Somaiya Hospital Road,

Off Eastern Express Highway,

Sion (East), Mumbai - 400 022

Tel: +91-022- 6754 3456


Board of Directors

Sno. Name Designati

on

DIN Age

(Yrs)

Director

of the

Company

since

Details of other

Directorships

Address

1 Mr.

Sadashiv

Kshirsagar

Chairman 00001266 76 1st April,

2003 Unived

Corporate

Research Pvt.

Ltd

15, Joothica,

Makrand Society,

Veer Savarkar

Marg, Mahim,

Mumbai 400 016.

Maharashtra

2 Mr.

Prakash

Thakur

Executive

Vice

Chairman

01421897 44 26th July,

2007 Gulf Jyoti

International

LLC

Jyoti Structures

Africa (Pty.)

Ltd.

Jyoti Americas

LLC

Jyoti

International

Inc.

Lauren Jyoti

Private Limited

Jyoti Structures

FZE

Jyoti Structures

Canada Limited

Brighton,

Bungalow, No.

11, Lokhandwala

Complex,

Andheri (West),

Mumbai 400 053,

Maharashtra

mailto:[email protected]


Disclosure Document


13

Sno. Name Designati

on

DIN Age

(Yrs)

Director

of the

Company

since

Details of other

Directorships

Address

Jyoti Structures

(Pty.) Namibia

Limited

Jyoti Structures

Nigeria Limited

Mod Age

Investment Pvt.

Ltd.

3 Mr.

Santosh

Nayak

Managing

Director

00001281 54 26th July,

2007 Jyoti Energy

Ltd.

JSL Corporate

Services Ltd.

Jyoti Structures

Africa (Pty.)

Ltd.

Jyoti

International

Inc.

Gulf Jyoti

International

LLC

Lauren Jyoti

Private Limited

Jyoti Structures

FZE

Taqa Jyoti

Energy Ventures

Private Limited

Jyoti Structures

(Proprietary)

Namibia

Limited

Jyoti Structures

Nigeria Limited

Himachal

Sorang Power

Limited

22, Vidnyak,

Artek Co-

operative Housing

Society, Bandra

(East), Mumbai

400 051.

Maharashtra.

4 Mr. T.C

Venkat

Subraman

ian

Director 00040526 64 1st

November,

2010

LIC-NOMURA

Mutual Fund

Trustee

Company Pvt.

Ltd.

STCI Finance

Limited.

AFC India Ltd.

IOT

Infrastructure &

804, Wallace

Apartments,

Sleater Road,

Grant

Road, Mumbai

400007.

Maharashtra.


Disclosure Document


14

Sno. Name Designati

on

DIN Age

(Yrs)

Director

of the

Company

since

Details of other

Directorships

Address

Energy Services

Limited

Foundation of

Organisational

Research &

Education

(FORE School

of Management)

Delhi (Trust)

Rolta India

Limited

Investec Capital

Services (India)

Private Limited

5 Mr.

Kanayo

Thakur

Whole-

time

Director

00001270 70 7th

February,

1978

JSL Corporate

Services Limited

Jyoti Energy

Limited

Surya India

Fingrowth

Private Limited

Jyoti

International

Inc.

Mod Age

Investment

Private Limited

Brighton,

Bungalow No. 11,

Lokhandwala

Complex,

Andheri (West),

Mumbai 400 053.

Maharashtra.

6 Mr. Abdul

Khan

Director 00002081 77 1st April,

2003

Nil 2/7, Charkop

Makrand Society,

Sector III, Plot

No. 152, R.D.P. –

7, Kandivali

(West),

Mumbai 400 067

Maharashtra.

7 Mr.

Gopaldas

Valecha

Director 00001267 81 26th April,

2003

Nil Sangam, 1st floor,

18 – Greater

Bombay

Society,

Gulmohar Cross

Road No. 5,

J.V.P.D.

Scheme, Mumbai

400 059.

Maharashtra.


Disclosure Document


15

Sno. Name Designati

on

DIN Age

(Yrs)

Director

of the

Company

since

Details of other

Directorships

Address

8 Mr.

Ramesh

Rawal

Director 2932427 69 25th

January,

2010

Nil C- 404, Vertex

Pleasant,

Nizampet Road,

Hyderabad – 500

072. Andhra

Pradesh.

9 Mr.

Sanjay

Mirchand

ani

Director 00531110 48 29th May,

1991 Mirchandani

Infrastructure

Limited

Seagull

Solutions

Limited

Mircon Reality

Private Limited

Morya Estates

Private Limited

Shantani

Proteome

Analytics Pvt.

Limited

Turquoise

Housing Pvt.

Ltd.

Imagine Spaces

LLP

107, Mirchandani

Sigma House,

Senapati

Bapat Road, Pune

411 016.

Maharashtra.

10 Mr. Vijay

Mohan

Kaul

Director 00015245 61 22nd

April,

2013 Uttar Haryana

Bijli Vitran

Nigam Limited

Power Finance

Corporation

Limited

485, Mandakni

Enclave, New

Delhi – 110019.

New Delhi.

None of the Directors of the Company appear either in the RBI defaulter list or in the Export Credit

Guarantee Corporation default list.

Details of change in the Directors in the last three years

Sr.

No.

Name Designation DIN Date of

appointment /

resignation

Director of

the Company

since

(in case of

resignation)

Remarks

1 Mr. T.C

Venkat

Subramanian

Director 00040526 1st Nov, 2010 1

st Nov, 2010

Appointed

as an

Additional

Director 2 Mr. Vijay

Mohan Kaul

Director 00015245 22nd

Apr, 2013 22nd

Apr, 2013


Disclosure Document


16

Statutory Auditors

Name Address Auditor since

R. M Ajgaonkar & Associates

“Mandar”, Juhu Tara Road, Juhu,

Mumbai – 400 049. Maharashtra.

Tel: +91 22 26605684/26605685

Fax: +91 22 26607407

1986-87

Details of change in the Auditors in the last three years

There has been no change in the Auditors of the Company in last three years.

Company Secretary and Compliance Officer

Mr. L. H. Khilnani

Jyoti Structures Limited

6th Floor, Valecha Chambers, New Link Road,

Andheri (West), Mumbai 400 053 Maharashtra

Tel : +91 22 40915000; Fax : +91 22 40915014-15

Email: [email protected];

Debenture Trustee

IDBI Trusteeship Services Ltd

Asian Building, Ground Floor,

17. R. Kamani Marg,

Ballard Estate, Mumbai 400 001

Tel: +91 22 40807000


Registrar to the Issue

Bigshare Services Private Limited

E/2, Ansa Industrial Estate,

Sakivihar Road, Saki Naka,

Andheri East, Mumbai 400 072,

Maharashtra, India

Tel: +91 22 28470652/ 53


mailto:[email protected]


Disclosure Document


17

ISSUER PROFILE

Brief Summary of the business activities of the Issuer and its lines of business

Business Overview

Jyoti Structures Limited is one of India’s leading providers of turnkey solutions in the field of

power transmission. It has 3 (three) main lines of operation viz. transmission lines, sub-stations and

rural electrification:

a. Transmission Lines;

b. Substations; and

c. Rural Electrification.

In each of these lines, we undertake turnkey projects on a global scale, offering a complete range of

services from design, engineering and tower testing to manufacturing, construction and project

management. We have established manufacturing plants at Nashik, Raipur, Dubai and Texas, United

States with a combined manufacturing capacity of 214,000 (Two Hundred and Fourteen Thousand)

MT of transmission line towers. We also have an in-house tower testing facility at Ghoti, Igatpuri.

We focus on projects which require industry and technological expertise, co-ordination of substantial

resources, project management skills and, we believe, we have the ability to deliver projects in a

timely manner. We believe that our comprehensive offering of high quality equipment, civil,

mechanical and electrical construction experience, project management expertise and our fabrication

facilities enables us to compete effectively for EPC contracts.

With the experience of having executed projects in around 40 (forty) countries directly, through our

subsidiaries and joint venture companies, we are amongst a few EPC service providers worldwide,

which possess the ability to execute turnkey projects in the power transmission business.

Overseas subsidiaries and Joint Ventures

The Company has actively pursued opportunities overseas and has set up several foreign subsidiaries

and joint venture companies so as to participate more effectively in overseas markets. The Company

holds shares in these overseas subsidiaries and joint venture companies directly and indirectly.

Gulf Jyoti International LLC

Gulf Jyoti International LLC was incorporated in the United Arab Emirates on 4 June 2005 as a joint

venture between the Company and Gulf Investment Corporation. The Company holds 30% (thirty

percent) of the share capital of Gulf Jyoti International LLC whilst Gulf Investment Corporation

holds 70% (seventy percent). Gulf Jyoti International LLC is a provider of turnkey solutions to

execute transmission lines and substations. Gulf Jyoti International LLC also operates a state of the

art power transmission manufacturing facility at Dubai Investment Park, Dubai.

Jyoti Structures Africa (Pty.) Limited

Jyoti Structures Africa (Pty.) Limited was incorporated in the Republic of South Africa on 6

September 2006 as a joint venture company between the Company and Ms. Veena Dhawakieram, a

citizen of the Republic of South Africa. The Company held 70% (seventy percent) of the shares and


Disclosure Document


18

Ms. Veena Dhawakieram held 30% (thirty percent) of the shares in Jyoti Structures Africa (Pty.)

Limited. On 26 February 2010, Ms. Veena Dhawakieram transferred her 30% (thirty percent) stake

in Jyoti Structures Africa (Pty.) Limited to Redlex 298 (Pty.) Limited. Jyoti Structures Africa is

engaged in the business of setting up high voltage transmission lines, substations and distribution

projects. Jyoti Structures Africa (Pty.) Limited has executed contracts from Nampower (Namibia’s

national power utility) for supply, delivery and construction of 650Kms HVDC 350 kV transmission

Line from Gerus to Zambezi and from Eskom Holdings Ltd (the Republic of South Africa’s

electricity public utility) for supply and construction of 109 Kms and 26 Kms 765 kV transmission.

Jyoti International Inc.

Jyoti International Inc. was incorporated in Delaware, USA, on 17 February 2010. On 6 December

2010, the Board of Directors approved the acquisition of 100% (one hundred percent) of the shares of

Jyoti International Inc. which transaction was effected on 16 December 2010. Jyoti International Inc.

is a holding company for the Company’s subsidiaries in North America. At present, Jyoti

International Inc. holds shares in Jyoti Americas LLC and Jyoti Structures Canada Limited.

Jyoti Americas LLC

Jyoti Americas LLC was incorporated in Delaware, USA, on 11 September 2009. Jyoti Americas

LLC is a wholly owned subsidiary of Jyoti International Inc. and became an indirect wholly owned

subsidiary of the Company when the Company acquired the entire shareholding of Jyoti International

Inc in December 2010. Jyoti Americas LLC has commissioned a tower manufacturing plant near

Houston, Texas, with an annual capacity of 50,000 (fifty thousand) tonnes. Jyoti Americas LLC is

engaged in the construction of transmission towers, commissioning of sub-stations and execution of

turnkey electricity projects.

Jyoti Structures Canada Limited

Jyoti Structures Canada Limited was incorporated in Victoria, British Columbia, Canada on 19

September 2012. It is a wholly owned subsidiary of Jyoti International Inc. Jyoti Structures Canada is

incorporated to undertake all activities that are legally permissible in Canada and is engaged in the

business of engineering services.

Jyoti Structures FZE

Jyoti Structures FZE was incorporated in the Jebel Ali Free Zone on 26 February 2012 as a wholly

owned subsidiary of the Company. Jyoti Structures FZE is engaged in the business of providing

construction and engineering services (including deputing manpower) for various projects, including

power transmission projects.

Jyoti Structures Namibia (Pty.) Limited

Jyoti Structures Namibia (Pty.) Limited was incorporated in Windhoek on 30 July 2012. On 6

December 2012 Jyoti Structures FZE acquired 70% (seventy percent) of the shares and Mr. Robanus

Amadhila, a citizen of Namibia acquired 30% (thirty percent) of the shares in Jyoti Namibia from

Sage Secretarial Services (Pty) Ltd. Jyoti Structures Namibia (Pty.) Limited is a manufacturer of

transmission line towers and undertakes engineering procurement construction contracts in power

transmission; distribution and substation sectors.


Disclosure Document


19

Jyoti Structures Nigeria Limited

Jyoti Structures Nigeria Limited was incorporated by Mr. Benedict Uwakwe Oguh and Mrs. Joyee

Ibukunolu Oguh in Abjua on 20 October 2009. On 20 May 2013 Jyoti Structures FZE acquired 100%

(One Hundred percent) of the shares in Jyoti Structures Nigeria from Mr. Benedict Uwakwe Oguh

and Mrs. Joyee Ibukunolu Oguh. Jyoti Structures Nigeria Limited is in the business of providing

electric power and electrical infrastructure.

Business Contracts

The nature of contracts that we are generally awarded in our operations are:

Contracts for supply of transmission line towers; and

Turnkey contracts for transmission lines, substations and rural electrification.

Supply Contracts

We enter into supply contracts pursuant to which we supply galvanised steel members which are

manufactured in-house, and, bought out items such as conductors, insulators, earth-wire, hardware

and accessories.

Turnkey Contracts

a. Transmission Lines

We undertake transmission line contracts for setting up transmission networks. The scope of such a

contract generally encompasses within its ambit all activities from surveying to the stringing of

conductors. Pursuant to these contracts we also undertake engineering, testing and manufacturing

activities such as fabrication of towers, trading, activities such as sale of bought out components, and

service activities such as surveying, erection and stringing.

b. Substations

We engage in the following activities pursuant to contracts for substations:

Engineering and designing activities;

Project management;

Transportation and insurance;

Civil works, foundations, internal road construction, site development, control room

construction;

Sewage and water system;

Installation of plant and equipments;

Testing, commissioning and operational acceptance of the sub-stations; and

Providing training to customer’s employees;

c. Rural Electrification

Distribution of electricity is the penultimate stage in the delivery of electricity to end users. We engage in

the following activities pursuant to our rural electrification contracts:


Disclosure Document


20

Route survey in villages for laying overhead distribution lines;

Construction of 33kV, 11kV and low tension overhead lines using conductors and cross linked

polyethylene/poly vinyl chloride aerial bunched cables on rolled steel joist/pre stretched

concrete poles;

Construction of 33/11kV substations;

Construction of single phase/three phase distribution transformer substations with metering

facilities; and

Providing low tension service connections to the consumers including metering and protection

system.

Corporate Structure


Disclosure Document


21

Key operational and financial parameters for last 3 Audited Financial Years

(In `)

FY 2012 – 2013 FY 2011 -2012 FY 2010 - 2011

Key operational and financial parameters for last 3 (three) audited

financial years

Parameters

Networth 74,561 66,420 60,131

Total debt 17,108 20,269 24,047

Of which – Non current maturities of long term borrowings 17,108 20,269 24,047

- Short term borrowings

- Current maturities of long terms borrowings

Net fixed assets 19,669 21,049 18,390

Non current assets 4,209 5,645 4,230

Cash and cash equivalents 3,299 3,974 3,009

Current investments - - -

Current assets 248,200 209,176 150,455

Current liabilities 174,696 146,044 86,789

Net Sales 281,482 187,361 125,191

EBITDA 29,181 19,077 12,652

EBIT 26,666 17,216 11,407

Interest 16,873 10,737 6,912

PAT 6,488 4,330 3,022

Dividend Amounts 658 904 1,232

Current Ratio 1.42 1.43 1.73

Interest Coverage Ratio 1.58 1.60 1.65

Gross Debt / Equity Ratio 0.23 0.31 0.40

Debt Service Coverage Ratios 0.77 1.44 1.97

Gross debt: equity ratio of the Company:

Before the issue of debt securities 0.23

After the issue of debt securities 0.27


Disclosure Document


22

SHARE CAPITAL STRUCTURE AND HISTORY

History

We were incorporated as Jyoti Structurers Private Limited on 27th May, 1974, at Mumbai, India. A

fresh certificate of incorporation was issued on 21st October, 1974, on our name being changed to

Jyoti Structures Private Limited. 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.

Initially, our registered office was situated at 4th floor, Hind-Rajasthan Building, 95, D.S. Phalke

Road, Dadar, Mumbai 400 014. On 30th April, 1982 we shifted our registered office was shifted to

Khoor-Sill-Naz, 2nd Floor, Front Building, Swami Gyan Jiwandas Marg, Mumbai 400 014. On 31st

July, 1987 our registered office was once again shifted to ‘Keshava’, 7th Floor, Bandra-Kurla

Commercial Complex, Bandra (East), Mumbai 400 050. Subsequently, on 29th January, 1999, we

shifted our registered office to 6th floor of Valecha Chambers, New Link Road, Oshiwara, Andheri

(W), Mumbai 400 053, on acquisition of the premises. The Company is registered with RoC with a

number CIN: L45200MH1974PLC017494.

Share Capital Structure as at 31st March 2013

Particulars `in Lakhs

Authorised Capital :

175,000,000 Equity Shares of ` 2/- each

5,000,000 Preference Shares of ` 100/- each

3,500

5,000

Issued

82,275,407 Equity Shares of ` 2/- each fully paid up

25,00,000 Redeemable Preference Shares of ` 100/- each fully paid up

1,645

2,500

Subscribed and Paid Up

82,260,147 Equity Shares of ` 2 each fully paid up

25,00,000 Redeemable Preference Shares of ` 100/- each fully paid up

1,645

2,500

Changes in its capital structure as on 30th

June 2013 and for last 5 Financial Years

None


Disclosure Document


23

Equity Share Capital history of the Company as on 30th

June 2013 and last 5 Financial Years

Date of

allot-ment

No. of

Equity

Shares

FV

(`)

Issue

Price (`)

Considera

-tion

(Cash,

other

than cash,

etc.)

Nature of

allotment

Cumulative

No. of

Equity

Shares

Equity

Share

Capital

(`)

Equity

Share

Premium

(`)

04.04.13 4,375 2 17 Cash ESOS 4,375 8,750 65,625

30.01.13 23,950 2 17 Cash ESOS 23,950 47,900 3,59,250

30.10.12 12,400 2 17 Cash ESOS 12,400 24,800 1,86,000

04.07.12 9,900 2 17 Cash ESOS 9,900 19,800 1,48,500

24.02.12 28,875 2 17 Cash ESOS 28,875 57,750 4,33,125

02.12.11 31,525 2 17 Cash ESOS 31,525 63,050 4,72,875

27.09.11 682 2 120 Cash Rights

Issue 682 1,365 80,476

05.07.11 19,275 2 17 Cash ESOS 19,275 38,550 2,89,125

23.04.11 7,425 2 17 Cash ESOS 7,425 14,850 1,11,375

04.03.11 36,175 2 17 Cash ESOS 36,175 72,350 5,42,625

26.10.10 36,000 2 17 Cash ESOS 36,000 72,000 5,40,000

27.08.10 23,175 2 17 Cash ESOS 23,175 46,350 3,47,625

11.06.10 26,350 2 17 Cash ESOS 26,350 52,700 3,95,250

25.02.10 32,175 2 17 Cash ESOS 32,175 64,350 4,82,625

14.12.09 16,025 2 17 Cash ESOS 16,025 32,050 2,40,375

17.11.09 1,36,900 2 17 Cash ESOS 1,36,900 2,73,800 20,53,500

09.10.09 28,900 2 17 Cash ESOS 28,900 57,800 4,33,500

27.07.09 46,525 2 17 Cash ESOS 46,525 93,050 6,97,875

15.05.09 55,325 2 17 Cash ESOS 55,325 1,10,650 8,29,875

08.04.09 16,725 2 17 Cash ESOS 16,725 33,450 2,50,875

14.02.09 25,500 2 17 Cash ESOS 25,500 51,000 3,82,500

17.01.09 16,900 2 17 Cash ESOS 16,900 33,800 2,53,500

02.12.08 65,550 2 17 Cash ESOS 65,550 1,31,100 9,83,250

08.10.08 3,63,725 2 17 Cash ESOS 3,63,725 7,27,450 54,55,875

28.07.08 17,325 2 17 Cash ESOS 17,325 34,650 2,59,875

Details of any Acquisition/Amalgamation/Reorganization/Reconstruction in the last one year:

Sr. No. Type of

event

Date of

announcement

Date of

completion

Details

None


Disclosure Document


24

Details of the shareholding of the Company as on 30th

June 2013

Shareholding pattern of the Company as on 30th June 2013

Sr.

No.

Particulars Total number

of Equity

Shares

Number of

Equity Shares

in demat form

Total

shareholding

as % of total

no. of equity

shares

1 Promoters - Individuals

- Bodies Corporate

1,66,62,126

61,99,765

1,66,62,126

61,99,765

20.26

7.54

2 Other Bodies Corporate 1,25,12,773 1,25,00,768 15.21

3 NRIs / FIIs 1,01,28,630 1,01,28,380 12.31

4 Financial Institutions/Banks/MF 1,40,87,072 1,40,87,072 17.12

5 Indian Public 2,26,74,156 2,20,71,244 27.56

Total 8,22,64,522 8,16,49,355 100.00

Note: 1,82,85,061 (one crore eighty two lakh eighty five thousand sixty one) Equity Shares of the

Company have been pledged / encumbered by the Promoters.

List of top 10 (ten) shareholders of each class or kind of securities as on 30th June 2013

Equity Shares

Sr.

No.

Particulars Total

number of

Equity

Shares

No. of

Equity

Shares in

demat form

Total

shareholding

as % of total

no. of equity

shares

1 Valecha Infrastructure Ltd. 54,31,400 54,31,400 6.60

2 K. R. Thakur 50,02,173 50,02,173 6.08

3 P. K. Thakur 48,92,488 48,92,488 5.95

4 Reliance Capital Trustee Co. Ltd 46,14,900 46,14,900 5.61

5 R. K. Thakur 22,50,000 22,50,000 3.02

6 Birla Sun Life Insurance

Company Limited

3,416,810 3,416,810 4.15

7 Reliance Life Insurance

Company Limited

3,335,474 3,335,474 4.05

8 Comgest Growth PLC A/c 2,000,000 2,000,000 2.43

9 Mohan D. Asnani 1,787,500 1,787,500 2.17

10 Mukesh R. Chetwani 1,533,633 1,533,633 1.86

Preference Shares

Sr.

No.

Particulars Total number of

preference

Shares

No. of preference

Shares in demat

form

Total shareholding as

% of total no. of

preference shares

1 Amtek India Ltd. 15,00,000 15,00,000 60%

2 Amtek Auto Ltd. 10,00,000 10,00,000 40%


Disclosure Document


25

Details of borrowings of the Company as on 30th

June 2013

Details of secured loan facilities

Sr.

No.

Type of

facility

Amount

sanctioned

Principal

amount

outstanding

Repayment

date /

schedule

Security

1 ECB Loan USD 38

million

USD 17.48

million

31st March,

2016

1st Charge on

fixed assets

2 Project Loan `115.90

Crores

`113.92

Crores

30th

September,

2014

1st Charge on

Project

receivables and

assets

3 Working

Capital ` 5,715 Crores `5,369.39

Crores

31st March,

2014

1st Charge on

current assets

Details of unsecured loan facilities

Sr.

No.

Type of

facility

Amount

sanctioned

Principal

amount

outstanding

Repayment date /

schedule

1 Deposits ` 98.26 crores ` 98.26 crores 6th November, 2015

Details of Non-convertible debentures

Deben

-ture

Series

Tenor /

Period of

maturity

Coupon Amount

(` in

Crores)

Date of

allotment

Redemption

date / schedule

Credit

rating

Secured /

unsecured

Security

I 3 years 12.50% 13.20 17th May, 2013 17

th May, 2016 CARE A - Secured

Specified

Asset

II 5 years 14.00% 8.64 17th May, 2013 17

th May, 2016 CARE A - Secured

Specified

Asset

List of top 10 (ten) debenture holders (as on 30th June 2013)

Sr.

No. Name of debenture holders Amount (`)

1 CSEB Provident Fund Trust 40,000,000

2 MTNL Gratuity Trust 100,000,000

3 Smiore Employees Provident Fund Trust 2,000,000

4 Sunrise Stock Broking Pvt. Ltd. 24,000,000

5 Spintex Private Limited 1,000,000


7 Shaktiman Mercantile Pvt. Ltd 3,000,000

8 Ashok Leyland Sr. Ex. Provident Fund 20,000,000



Disclosure Document


26

Details of corporate guarantees issued

Sr.

No.

Name of the counterparty Amount (` in

Crores.)

1 ICICI Bank 177.10

2 State Bank of India 116.02

3 Abu Dhabi Islamic Bank 108.92

4 Emirates NBD Bank 15.22

5 Aion Jyoti LLC and Apollo Jyoti LLC 300.00

Details of commercial paper outstanding

Maturity date Amount (`)

Nil

Details of rest of the borrowing by the Issuer

Party

name (in

case of

facility) /

Instrument

name

Type of

facility /

instrument

Amount

sanctioned

/ Issue (`)

Principal

amount

outstanding

(`)

Repayment

date /

schedule

Credit

rating

Secured /

unsecured

Security

Nil

Details of all defaults and / or 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

past 5 Financial Years

Nil

Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for

consideration other cash, whether in whole or part (ii) at a premium or discount, or (iii) in pursuance

of an option

Nil

Details of Promoters of the Company

Sno. Name of the shareholders

Total No. of

Equity

Shares

No. of Equity

Shares in

demat form

Total

shareholding

as % of total

no. of Equity

Shares

No. of pledged

Shares

% of Equity Shares

with respect to

Equity Shares

owned

A INDIVIDUALS

1 K R Thakur 3,236,673 3,236,673 3.93 3,236,673 100.00

2 K R Thakur 1,500,000 1,500,000 1.82 1,500,000 100.00

3 K R Thakur 265,500 265,500 0.32 265,500 100.00


Disclosure Document


27

Sno. Name of the shareholders

Total No. of

Equity

Shares

No. of Equity

Shares in

demat form

Total

shareholding

as % of total

no. of Equity

Shares

No. of pledged

Shares

% of Equity Shares

with respect to

Equity Shares

owned

A INDIVIDUALS

4 Prakash K Thakur 2,023,235 2,023,235 2.46 2,023,235 100.00

5 Prakash K Thakur 2,019,253 2,019,253 2.45 2,019,253 100.00

6 Prakash K Thakur 850,000 850,000 1.03 850,000 100.00

7 Raj K Thakur 1,050,000 1,050,000 1.28 1,050,000 100.00

8 Raj K Thakur 920,000 920,000 1.12 920,000 100.00

9 Raj K Thakur 200,930 200,930 0.24 200,930 100.00

10 Raj K Thakur 79,070 79,070 0.10 79,070 0.00

11 Jyoti N. Motiani 25,000 25,000 0.03 0.00 0.00

12 Harish C Mirchandani 489,030 489,030 0.59 0.00 0.00

13 Harish C Mirchandani 143,575 143,575 0.17 0.00 0.00

14 Sanjay Mirchandani 448,500 448,500 0.55 0.00 0.00



17 Neeta Mirchandani 391,876 391,876 0.48 0.00 0.00



20 Kishore Mirchandani 372,205 372,205 0.45 0.00 0.00

21 Kishore Mirchandani 104,050 104,050 0.13 0.00 0.00

22 Vijay Mirchandani 369,500 369,500 0.45 0.00 0.00



25 Aarti Mirchandani 316,500 316,500 0.38 0.00 0.00



28 Seema Mirchandani 225,030 225,030 0.27 0.00 0.00



31 Madanlal L Valecha 394,975 394,975 0.48 0.00 0.00

32 G. L Valecha 160,000 160,000 0.19 0.00 0.00

33 Bela Valecha 192,750 192,750 0.23 0.00 0.00

34 Naresh G Valecha 80,225 80,225 0.10 0.00 0.00

35 Deepak M Valecha 61,200 61,200 0.07 0.00 0.00

36 Mohini Valecha 56,060 56,060 0.07 0.00 0.00

37 Mohini Valecha 14,875 14,875 0.02 0.00 0.00

38 Rajesh Valecha 57,300 57,300 0.07 0.00 0.00

39 Roopa N Valecha 54,250 54,250 0.07 0.00 0.00

40 Varsha Valecha 27,060 27,060 0.03 0.00 0.00

41 Varsha Valecha 9,110 9,110 0.01 0.00 0.00

Total (A) 16,662,126 16,662,126 20.25 12,144,661 72.89

B BODY CORPORATES

1 Valecha Infrastructure Ltd. 5,431,400 5,431,400 6.60 5,431,400 100.00

2 Val-Mir Constructions Pvt.Ltd. 59,365 59,365 0.07 0.00 0.00

3 Surya India Fingrowth Private Ltd 709,000 709,000 0.86 709,000 100.00

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


Disclosure Document


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.


Disclosure Document


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.


Disclosure Document


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

bodies corporate, insurance companies, foreign institutional investors, trustee companies of mutual

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


Disclosure Document


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


Disclosure Document


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.


Disclosure Document


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


Disclosure Document


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.


Disclosure Document


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

74,598.76 66,460.46 60,173.55 - - -

2) Share Application Money Pending Allotment 0.92 0.39 1.56 - - -

3) Non Current Liabilities

a) Long Term Borrowings 17,107.58 20,268.56 24,047.44

b) Deferred Tax Liabilities (Net) 1,091.65 1,278.55 1,795.74

c) ) Other Long Term Liabilities 13,257.55 10,703.06 7,564.37

d) Long Term Provisions 680.18 481.02 349.19

32,136.96 32,731.19 33,756.74

4) Current Liabilities

a) Short Term Borrowings 61,748.47 41,164.23 20,814.30

b) Trade Payables 66,832.81 56,298.83 43,546.58

c) ) Other Current Liabilities 43,740.07 43,094.63 18,346.45

d) Short Term Provisions 2,374.52 5,486.43 4,081.56

174,695.87 146,044.12 86,788.89

TOTAL 281,432.51 245,236.16 180,720.74

II ASSETS

1) Non Current Assets

a) Fixed Assets

i) Tangible Assets 18,345.57 19,802.64 17,846.08

ii) Intangible Assets 1,215.59 361.82 441.42

iii) Capital Work-in-Progress 107.51 62.53 102.70

iv) Intangible Assets Under Development - 822.11 -

19,668.67 21,049.10 18,390.20 - - -

b) Non Current Investments 8,655.45 8,655.45 7,005.40

c) ) Long Term Loans and Advances 698.90 710.19 640.69

d) Other Non Current Assets 4,209.41 5,645.22 4,229.92 - - -

2) Current Assets

a) Inventories 22,324.96 26,569.78 22,148.17

b) Trade Receivables 183,981.07 155,814.11 106,178.85

c) ) Cash and Bank Balances 3,299.07 3,974.43 3,009.00

d) Short Term Loans and Advances 38,593.29 22,800.66 19,115.53

e) Other Current Assets 1.69 17.22 2.98

248,200.08 209,176.20 150,454.53

TOTAL 281,432.51 245,236.16 180,720.74


Disclosure Document


36

Consolidated As at As at As at

31/Mar/2013 31/Mar/2012 31/Mar/2011


I EQUITY AND LIABILITIES

1) Shareholders' Funds

a) Share Capital 4,145.20 1,644.28 1,642.52

b) Reserves and Surplus 66,723.63 63,521.74 55,970.76

70,868.83 65,166.02 57,613.28 - - -

2) Share Appl. Money Pending Allotment 0.92 0.39 1.56

3) Minority Interest 61.95 119.17 -

4) Non Current Liabilities

a) Long Term Borrowings 27,481.74 34,622.15 24,047.44

b) Deferred Tax Liabilities (Net) 1,091.65 1,278.55 1,795.74

c) ) Other Long Term Liabilities 14,903.89 18,901.97 7,564.37

d) Long Term Provisions 758.83 541.02 349.19

44,236.11 55,343.69 33,756.74

5) Current Liabilities

a) Short Term Borrowings 64,748.33 41,602.68 20,814.30

b) Trade Payables 65,313.89 59,188.94 44,646.46

c) ) Other Current Liabilities 54,037.62 46,031.73 18,347.04

d) Short Term Provisions 2,374.52 5,527.80 4,081.56

186,474.36 152,351.15 87,889.36

TOTAL 301,642.17 272,980.42 179,260.94 - - -

II ASSETS

1) Non Current Assets

a) Fixed Assets

i) Tangible Assets 44,424.29 25,707.55 19,306.01

ii) Intangible Assets 1,237.97 377.12 278.32

iii) Capital Work-in-Progress 213.15 16,883.48 816.21

iv) Intangible Assets Under Development 675.72 908.55 -

46,551.13 43,876.70 20,400.54

-

b) Non Current Investments 527.77 522.85 1,665.62

c) ) Deferred Tax Assets (Net) 1,902.85 6.73 -

d) Long Term Loans and Advances 698.90 710.19 645.89

e) Other Non Current Assets 4,209.41 5,645.22 4,229.92

2) Current Assets -

a) Inventories 28,103.92 31,878.70 23,068.69

b) Trade Receivables 188,670.61 159,982.86 105,076.90

c) ) Cash and Bank Balances 5,353.87 6,111.05 6,734.93

d) Short Term Loans and Advances 25,622.02 23,855.01 17,435.47

e) Other Current Assets 1.69 391.11 2.98

247,752.11 222,218.73 152,318.97

TOTAL 301,642.17 272,980.42 179,260.94


Disclosure Document


37

PART II – STATEMENT OF PROFIT AND LOSS

Standalone

Year Ended Year Ended Year Ended

31/Mar/2013 31/Mar/2012 31/Mar/2011


I INCOME

Revenue from Operations (Gross) 284,219.36 264,780.74 246,081.44

Less: Excise duty 4,032.47 5,535.87 8,111.08

Revenue from Operations (Net) 280,186.89 259,244.87 237,970.36

Other Income 1,294.63 1,091.24 843.89

Total Revenue 281,481.52 260,336.11 238,814.25

II EXPENSES

Cost of Materials Consumed 172,480.27 143,164.99 133,928.93

Erection and Sub-contracting Expense 44,603.36 59,232.51 45,076.99

565.84 (6,457.71) (260.59)

Employee Benefits Expense 8,492.70 7,947.05 7,179.70

Finance Costs 16,872.93 14,101.83 10,194.70

Depreciation and Amortization Expense (Net) 2,515.01 2,133.51 2,016.62

Other Expenses 26,158.64 27,357.09 23,941.63

Total Expenses 271,688.75 247,479.28 222,077.98

III 9,792.77 12,856.83 16,736.27

IV Tax Expense: -

Current Tax 3,492.00 4,819.99 5,625.00

Deferred Tax (Net) (186.90) (517.19) 20.31

3,305.10 4,302.80 5,645.32

V 6,487.67 8,554.03 11,090.95

VI Earnings Per Equity Share (In ` )

[Nominal value of share ` 2]

1) Basic ` 7.89 ` 10.41 ` 13.52

2) Diluted ` 7.86 ` 10.37 ` 13.46

Changes in Inventories of Finished Goods,

Work-in-Progress and Stock-in-Trade

Profit Before Tax (I-II)

Profit for the year (III-IV)


Disclosure Document


38

Consolidated


31 Mar 2013 31 Mar 2012 31 March 2011

` in Lacs ` In Lacs ` In Lacs

Continuing Operations

I INCOME

Revenue from Operations (Gross) 305,301.77 282,142.94 248,072.61

Less: Excise duty 4,032.47 5,535.87 8,111.08

Revenue from Operations (Net) 301,269.30 276,607.07 239,961.53

Other Income 499.49 818.87 486.03

Total Revenue 301,768.79 277,425.94 240,447.56

II EXPENSES

Cost of Materials Consumed 178,013.11 148,481.36 134,661.04

Erection and Sub-contracting Expense 49,294.63 63,643.19 45,946.74

(90.19) (7,469.44) (149.41)

Employee Benefits Expense 15,532.03 10,722.10 7,678.01

Finance Costs 18,213.33 14,779.03 10,279.17

Depreciation and Amortization Expense (Net) 3,556.52 2,490.16 2,098.49

Other Expenses 31,724.42 30,720.84 24,310.24

Total Expenses 296,243.85 263,367.24 224,824.28

III 5,524.94 14,058.70 15,623.28

Exceptional Items - - -

Profit/(Loss) before Extraordinary Items and Tax (V-VI) 5,524.94 14,058.70 15,623.28

Extraordinary Items - - -

Profit/(Loss) before tax (VII - VIII) 5,524.94 14,058.70 15,623.28

IV Tax Expense:

Current Tax 1,927.92 4,819.99 5,625.00

Deferred Tax (Net) (186.90) (522.20) 20.31

1,741.02 4,297.79 5,645.31

V 3,783.92 9,760.91 9,977.97

VI Minority Interest (57.23) 119.17 -

VII 3,841.15 9,641.74 9,977.97

VIII Earning Per Equity Share (In `)

[Nominal value of share ` 2]

1) Basic ` 4.67 ` 11.74 ` 12.16

2) Diluted ` 4.65 ` 11.69 ` 12.11

Changes in Inventories of Finished Goods, Work-in-

Progress and Stock-in-Trade

Profit Before Tax (I-II)

Profit for the year (III-IV)

Profit for the year after Minority Interest (V-VI)


Disclosure Document


39

PART III – STATEMENT OF CASHFLOW

Standalone


31/Mar/2013 31/Mar/2012 31/Mar/2011

` In Lacs ` In Lacs ` In Lacs

I CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Taxes and Extraordinary Items [A] 9,792.77 12,856.83 16,736.27

ADJUSTMENTS FOR

i) Depreciation 2,517.43 2,135.93 2,019.05

ii) Transferred from Revaluation Reserve (2.42) (2.42) (2.42)

iii) Finance Cost 16,872.93 14,101.83 10,194.70

iv) (Gain)/Loss on Sale of Fixed Assets (Net) 10.49 (0.54) 17.11

v) Interest Received (890.53) (1,032.07) (834.25)

vi) Employee Compensation Expense - ESOS (83.99) 96.22 169.80

[B] 18,423.91 15,298.95 11,563.99

Operating Profit before Working Capital changes [A+B] = [C] 28,216.68 28,155.78 28,300.26

ADJUSTMENTS FOR

i) Inventories 4,244.83 (4,421.61) 1,309.86

ii)(33,022.49) (51,497.91) (22,873.63)

iii) Current Liabilities and Provisions 12,045.78 27,069.80 4,802.30

[D] (16,731.88) (28,849.72) (16,761.47)

Cash Generated from Operations [C+D] = [E] 11,484.80 (693.94) 11,538.79

Interest paid

i) Direct Taxes Paid (Net) (6,354.84) (4,399.04) (4,465.17)

- [F] (6,354.84) (4,399.04) (4,465.17)

-

Cash Flow before Extraordinary Items [E+F] = [G] 5,129.96 (5,092.98) 7,073.62

-

EXTRAORDINARY ITEMS -

-

[H] - - - -

Net Cash (used in) / from Operating Activities [I][E+F] = [G] 5,129.96 (5,092.98) 7,073.62

-

II CASH FLOW FROM INVESTING ACTIVITIES -

-

i) Proceeds from Sale of Fixed Assets 62.41 20.37 116.27

ii)(1,209.89) (4,778.01) (3,424.01)

iii) Investments in Subsidiary company - (1,150.05) (4,984.77)

iv) Investments in Other Companies - (500.00) -

v) Proceeds from Redemption of Investments - - 0.50

vi) Interest Received 890.53 1,032.07 834.25

vii) Net Advances to Subsidiary Companies (8,377.19) (1,132.07) (1,290.98)

viii) Net Advances to Companies other than Subsidiaries (2,467.48) (2,206.53) (20.33)

-

Net Cash (used in) / from Investing Activities [II] (11,101.62) (8,714.22) (8,769.07)

Trade Receivable & Other Receivable, Loans

& Advances, Other Current Assets

Purchase of Fixed Assets [After adjustment of (Increase)/Decrease

in Capital Work-in-Progress]


Disclosure Document


40


31/Mar/2013 31/Mar/2012 31/Mar/2011

` In Lacs ` In Lacs ` In Lacs

III CASH FLOW FROM FINANCING ACTIVITIES

i) Proceeds from Issue of Equity Share 8.39 14.46 20.91

-

Proceeds from Issue of Share Warrant - - -

( inclusive of Share Premium ) - - -

ii) Proceeds from Issue of Preference Share 2,500.00 - 12,086.41

iii) Proceeds from issue of Non Convertible Debentures 1,670.00 -

iv) Repayment of Non convertible Debentures (12,086.41) -

v) Proceeds from Long Term Borrowings 12,972.61 12,387.82 -

vi) Repayment of Long Term Borrowings (3,847.19) (2,397.73) (1,611.70)

vii) Net Increase/(Decrease) in Interest Free Sales Tax Defferal Loan (14.90) (54.41) -

viii) Proceeds from Short Term Borrowings from banks 20,584.24 20,349.93 6,618.44

ix) Repayment of Short Term Borrowings - - (5,545.57)

ix) Proceeds from Asset Finance from Banks 150.12 - 94.33

x) Repayment of Asset Finance from Banks (83.71) (4.87) (32.94)

xii) Proceeds from Asset Finance from Financiers - - 21.76

xi) Repayment of Asset Finance from Others (7.74) (12.37) (18.56)

xii) Dividends Paid (899.54) (1,225.11) (816.27)

Dividends on Pref Share Capital

xiii) Dividend and Dividend Distribution Tax for earlier year (0.13) (0.50) (1.94)

xiv) Net Corporate Dividend Tax Paid (146.71) (199.84) (136.20)

xv) Finance Cost (16,872.93) (14,101.83) (10,194.70)

xvi) Rights Issue 2010 Expenses Incurred - - -

Net Cash (used in) / from Financing Activities [III] 3,926.10 14,755.55 483.97

[I + II + III] (2,045.56) 948.35 (1,211.48) -

Cash and Cash Equivalents at the beginning of the year 3,957.35 3,009.00 4,220.48 -

1,911.79 3,957.35 3,009.00

( inclusive of Share Premium and after considersing ESOS allotted to

employees)

Net Increase/(Decrease) in Cash and Cash

Cash and Cash Equivalents at the end of the

year


Disclosure Document


41

Consolidated


31 Mar 2013 31 Mar 2012 3/31/2011

` in Lacs ` in Lacs ` In Lacs

I CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Taxes and Extraordinary Items [A] 5,524.94 14,058.70 15,623.28

ADJUSTMENTS FOR

i) Depreciation and amortization 3,570.55 2,492.59 2,100.92

ii) Transferred from Revaluation Reserve (2.42) (2.42) (2.42)

iii) Finance Cost 18,213.33 14,779.03 10,279.17

iv) (Gain)/Loss on Sale of Fixed Assets (Net) 15.93 (0.54) 29.75

v) Interest Received (292.28) (642.57) (195.76)

vi) Employee Compensation Expense - ESOS (83.99) 96.22 169.80

vii) Effect of Exchange Rate Change (428.52) 2,077.17 (229.74)

[B] 20,992.60 18,799.48 12,151.72

Operating Profit before Working Capital changes [A+B] = [C] 26,517.54 32,858.18 27,775.00

ADJUSTMENTS FOR

i) Inventories 3,774.78 (7,198.38) 1,647.83

ii) (32,735.96) (58,072.32) (22,740.25)

iii) Current Liabilities and Provisions 13,804.04 31,217.32 4,048.33

[D] (15,157.14) (34,053.38) (17,044.09)

Cash Generated from Operations [C+D] = [E] 11,360.40 (1,195.20) 10,730.91

i) Direct Taxes Paid (Net) (6,354.83) (4,399.04) (4,465.17)

[F] (6,354.83) (4,399.04) (4,465.17)

[E+F] = [G] 5,005.57 (5,594.24) 6,265.74

EXTRAORDINARY ITEMS

i) Excess / (Short) Provision of Taxes for earlier years

[H] -3.98

Net Cash (used in) / from Operating Activities [I] [E+F] = [G] 5,005.57 (5,594.24) 6,261.76

II CASH FLOW FROM INVESTING ACTIVITIES

i) Proceeds from Sale of Fixed Assets 126.69 1,488.97 142.74

ii) (6,386.26) (23,236.37) (4,933.85)

iii) 0.50

iv) Investments in Other than Subsidiary company (4.92) (500.00) -

v) Interest Received 292.28 642.57 195.76

vi) Net Advances to Companies other than Subsidiaries (1,989.15) (2,206.40) 87.90

Net Cash (used in) / from Investing Activities [II] (7,961.36) (23,811.23) (4,506.95)

Preceeds from redemption of investments

Trade Receivable & Other Receivable, Loans & Advances, Other Current

Purchase of Fixed Assets [After adjustment of (Increase)/Decrease in


Disclosure Document


42


31 Mar 2013 31 Mar 2012 3/31/2011

` in Lacs ` in Lacs ` In Lacs

III CASH FLOW FROM FINANCING ACTIVITIES

i) Proceeds from Issue of Equity Share Capital 8.40 14.46 20.91

ii) Proceeds from Issue of Preference Share 2,500.00 -

iii) Proceeds from issue of Non Convertible Debentures 1,670.00 - 12,086.41

iv) Repayment of Non Convertible Debentures (12,086.41) -

v) Proceeds from Long Term Borrowings 13,066.96 25,926.74

vi) Repayment of Long Term Borrowings (8,266.40) (3,609.79) (1,611.70)

vii) Net Increase/(Decrease) in Interest Free Sales Tax Defferal Loan (14.90) (54.41)

viii) Proceeds from Short Term Borrowings from banks 23,145.67 21,730.04 5,777.23

Repyment of Short Term Borrowings from banks (5,545.57)

ix) Proceeds from Asset Finance from Banks 150.12 - 94.33

x) Repayment of Asset Finance from Banks (83.71) (4.87) (32.94)

Proceeds from Asset Finance from Others 21.76

xi) Repayment of Asset Finance from Others (7.74) (12.37) (18.56)

xii) Dividends Paid (899.55) (1,225.11) (816.27)

xiii) Dividend and Dividend Distribution Tax for earlier year (0.13) (0.50) (1.94)

xiv) Net Corporate Dividend Tax Paid (146.71) (199.84) (136.20)

xv) Finance Cost (18,213.33) (14,779.03) (10,279.17)

Net Cash (used in) / from Financing Activities [III] 822.27 27,785.32 (441.71)

I + II + III (2,133.52) (1,620.15) 1,313.10

Cash and Cash Equivalents at the beginning of the year 5,935.24 7,555.39 5,421.83

3,801.72 5,935.24 6,734.93

(inclusive of Share Premium and after considersing ESOS allotted to

Net Increase/(Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents at the end of the year


Disclosure Document


43

PART IV – UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER

ENDED 30TH

JUNE, 2013

(` in Lacs)

Year Ended

30-06-2013 31-03-2013 30-06-2012 31-03-2013

(Unaudited) (Unaudited) (Unaudited) (Audited)

PART I

1) Income from operations

a) Net sales/income from operations (net of excise duty) 71,005 93,739 65,382 2,80,187

b) Other Operating Income 122 112 95 404

Total income from operations (Net) 71,127 93,851 65,477 2,80,591

2) Expenses

a) Cost of Materials Consumed 46,801 68,428 34,959 1,72,480

b) Purchases of Stock in trade - - - -

c) Erection and sub-contracting Expenses 12,545 6,491 14,707 44,603

d) Change in inventories of finished goods, work-in-progress and

stock-in-trade(2,367) (1,349) 1,049 566

e) Employees Benefits Expense 2,209 1,917 2,289 8,493

f) Depreciation and Amortisation Expense 663 655 618 2,515

g) Other Expenses 4,862 8,459 6,067 26,159

Total expenses 64,713 84,601 59,689 2,54,816

3) 6,414 9,250 5,788 25,775

4) Other income 286 261 205 891

5)6,700 9,511 5,993 26,666

6) Finance Cost 4,224 6,135 3,390 16,873

7)2,476 3,376 2,603 9,793

8) Exceptional Items - - - -

9) Profit / (Loss) from ordinary activities before tax (7 + 8) 2,476 3,376 2,603 9,793

10) Tax expense 842 1,156 868 3,305

11) Net Profit / (Loss) from ordinary activities after tax (9 - 10) 1,634 2,220 1,735 6,488

12) Extraordinary Item (net of tax expense) - - - -

13) Net Profit / (Loss) for the period (11 + 12) 1,634 2,220 1,735 6,488

14) Share of Profit / (Loss) of associates - - - -

15) Minority interest - - - -

16) 1,634 2,220 1,735 6,488

17) Paid-up Equity Share Capital 1,645 1,645 1,644 1,645

(Face value `. 2/- each)

18)70,416

19) Earning per share before and after Extraordinary items (not annualised)

- Basic ` 1.99 2.70 2.11 7.89

- Diluted ` 1.98 2.69 2.10 7.86

PART IIA - PARTICULARS OF SHAREHOLDING

1) Public shareholding

- Number of shares 5,94,02,631 5,93,98,256 5,93,53,006 5,93,98,256

- Percentage of shareholding 72.21% 72.21% 72.19% 72.21%

2) Promoters and Promoter Group Shareholding

a) Pledged / Encumbered

- Number of shares 1,82,85,061 1,76,49,399 1,65,89,391 1,76,49,399

- Percentage of shares (as a % of the total shareholding of

the Promoter and Promoter group)79.98% 77.20% 72.57% 77.20%

- Percentage of shares (as a % of the total share capital of

the company)22.23% 21.45% 20.18% 21.45%

b) Non - encumbered

- Number of shares 45,76,830 52,12,492 62,71,500 52,12,492

- Percentage of shares (as a % of the total shareholding of

the Promoter and Promoter group)20.02% 22.80% 27.43% 22.80%

- Percentage of shares (as a % of the total share capital of

the company)5.56% 6.34% 7.63% 6.34%

Particulars

B - INVESTOR COMPLAINTS

Pending at the beginning of the quarter

Received during the quarter

Disposed of during the quarter

Remaining unresolved at the end of the quarter

Notes

1

2 The Statutory Auditors of the Company have carried out the "Limited Review" of the above results.

3

4

5

6

7 Previous period / year figures have been re-arranged, re-grouped, re-calculated and re-classified, wherever necessary.

For Jyoti Structures Limited

Mumbai Santosh Nayak

27th July, 2013 Managing Director

JYOTI STRUCTURES LIMITEDRegd. Office: "Valecha Chambers", 6th Floor,

New Link Road, Oshiwara, Andheri (West), Mumbai - 400 053.

Tel : +91-22409 15000 Fax : +91-224091 5014/15

e-mail : [email protected] Website : www.jsl.in

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


Disclosure Document


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

Issue Size Upto `40,00,00,000 (Rupees Forty Crores)

Option to retain oversubscription NA

Objects of the Issue The proceeds of the Issue would be utilized for capital

expenditure, working capital enhancement and general

corporate purposes

Details of utilization of proceeds The proceeds of the Issue would be utilized for capital

expenditure, working capital enhancement and general

corporate purposes

Coupon rate An interest of 7% (seven percent) per annum payable

on each Interest Payment Date, calculated on the

Principal Amount

Step up / Step down coupon rate Upon non-payment of any sums when due under the

Debenture Documents or a downgrade of credit rating

of the Issuer/Debentures to default grade, the Company

shall be liable to pay to the Debenture holders, Default


Disclosure Document


45

Interest on the Outstanding Amounts (other than the

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.

Coupon payment frequency Quarterly

Coupon payment dates The date falling on the last day of every Fiscal Quarter

and if such day is not a Business Day, then the last

Business Day immediately preceding such day

provided that the Interest shall be calculated till the last

day of the Fiscal Quarter

Coupon type Fixed

Coupon reset process NA

Day count basis Actual

Interest on application money NA

Default Interest rate 2% (two percent) on the Outstanding Amounts (other

than Default Interest)

Tenor 60 (sixty) months from the Closing Date

Redemption Date End of 60 (sixty) months from the Closing Date

Redemption Amount The aggregate of the Principal Amount plus accrued

Redemption Premium

Redemption Premium Such amounts in relation to any part or whole of the

Principal Amounts which are being redeemed, repaid

and/or prepaid on any date, including on account of

exercise of rights by the Investors following an Event

of Default, which is equal to an interest of 7% (seven

percent) per annum on such Principal Amounts

compounded annually.

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 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.


Disclosure Document


46

Issue Price Face Value

Face Value `10,00,000 (Rupees ten lakhs) per Debenture

Minimum application and multiples `10,00,000 (Rupees ten lakhs) i.e. 1 (one) Debenture

and in multiples of ` 10,00,000 (Rupees ten lakhs) i.e.

1 (one) Debenture thereafter

Issue timing:

- Issue opening date;

- Issue closing date;

- Pay-in date; and

- Deemed date of Allotment

22nd

October, 2013

22nd

October, 2013

22nd

October, 2013

22nd

October, 2013

Issuance mode of instrument Demat only

Trading mode of instrument Demat only

Settlement mode of instrument Payment on redemption will be made by RTGS /

NEFT in the name of the Debenture holders whose

names appear on the List of Beneficial owners given

by the Depository to the Company as on the Record

Date

Depository NSDL and / or CDSL

Business Day convention A day (other than a Saturday or Sunday) on which

banks are open for general business in Mumbai and the

place of incorporation of the Investor.

Should any of the date(s), including the Final Maturity

Date, the Interest Payment Date or the Record Date, as

defined in this Information Memorandum fall on a day

which is not a Business Day, the previous Business

Day shall be considered as the effective date

Record Date The record date shall be 7 (seven) working days prior

to each interest payment / principal repayment date, for

determining the beneficiaries of the Debentures for the

interest payment and/or principal repayment

Security Subservient charge on all movable and immovable

properties of the Issuer

Transaction Documents 1. Debenture Subscription Agreement;

2. Debenture Trust Deed; and

3. Debenture Trustee Agreement

Conditions Precedent to Disbursement As mentioned in Schedule IV of the Debenture

Subscription Agreement

Conditions subsequent to the

Disbursement

As mentioned in the Debenture Subscription

Agreement

Events of Default As mentioned in Schedule VI of the Debenture

Subscription Agreement

Roles and responsibilities of the

Debenture Trustee

Subject to the terms of the Debenture Subscription

Agreement, all the rights and remedies of the

Debenture holders shall vest in and shall be exercised

by the Debenture Trustee without referring to the

Debenture holders. The Investors are deemed to have

irrevocably given their authority and consent to IDBI

Trusteeship Services Ltd. to act as the Debenture

Trustee and for doing such acts and signing such


Disclosure Document


47

documents to carry out their duty in such capacity. The

Debenture Subscription Agreement, any payment by

the Company to the Debenture Trustee on behalf of the

Debenture holders shall discharge the Company pro

tanto to the Debenture holders. Resignation/retirement

of the Debenture Trustee shall be as per terms of the

Debenture Trust Deed to be entered into between the

Company and the Debenture Trustee. A notice in

writing to the Debenture holders shall be provided for

the same.

The Debenture Trustee shall duly intimate the

Debenture holders and the general public by issuing a

press release on occurrence of any of the following

events:

(a) Default by the Company to make payments of any

amounts in relation to the Debentures including the

Interest, Redemption Premium etc;

(b) Failure of the Company to create a charge on the

Company Assets in accordance with the Security

Documents for the secured Debentures; and

(c) Revision of credit rating assigned to the

Debentures.

Such information shall also be placed on the websites

of the Debenture Trustee and the Company.

Governing Law and Jurisdiction The Debentures are governed by and will be construed

in accordance with the laws of India. The Debenture

holders, by purchasing the Debentures, agree that

subject to the arbitration provisions in the terms of the

Debenture Documents, the courts and tribunals at

Mumbai shall have exclusive jurisdiction with respect

to matters relating to the Debentures


Disclosure Document


48

MATERIAL DOCUMENTS

Copies of the following documents may be inspected at the Registered Office of the Company from

11:00 am to 1:00 pm on any working day (Monday to Friday) until the date of closing of this Issue:

1. Certified copies of last 3 Financial Years’ Annual Report containing the audited Balance Sheet

and Profit & Loss Account;

2. Certified copy of Board Resolution dated 6th September, 2013 authorizing Issue of Debentures

offered under terms of this Information Memorandum and the list of authorized signatories;

3. Certified true copy of the Memorandum and Articles of the Company;

4. Certified true copy of the resolution passed under Section 293 (1) (d) and Section 293 (1) (a)

of the Companies Act;

5. Copy of the consent letter dated 11th September, 2013 from IDBI Trusteeship Services Ltd. for

acting as Debenture Trustee for and on behalf of the holder(s) of the Debentures;

6. Copy of the letter dated 18th October, 2013 from CARE Ltd. conveying the credit rating for the

Debentures of the Company and the rating rationale pertaining thereto;

7. Copy of tripartite agreement dated April, 13, 1998 between the Company, National Securities

Depository Ltd. and the Registrar to the Issue of Debentures in dematerialised form;

8. Copy of tripartite agreement dated December, 28, 2000 between the Company, Central

Depository Services (India) Ltd. and the Registrar to the Issue of Debentures in dematerialised

form;

9. Copy of the draft Debenture Subscription Agreement; and

10. Copy of the draft Debenture Trustee Agreement;


Disclosure Document


49

[Company to Attach requisite Annexures such as credit rating, debenture trustee

appointment letter etc.]


Disclosure Document


50


Disclosure Document


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Disclosure Document


52


Disclosure Document


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Disclosure Document


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DECLARATION It is hereby declared that this Information Memorandum contains full disclosures in accordance with

the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

The Company also confirms that this Information Memorandum does not omit disclosure of any

material fact which may make the statements made therein, in light of the circumstances under which

they are made, misleading. This Information Memorandum also does not contain any false or

misleading statement. It is hereby declared that the Company has exercised due-diligence to ensure

complete compliance of prescribed disclosure norms and practices in this Information Memorandum.

The Company accepts no responsibility for any statements made otherwise than in the Information

Memorandum or in any other material issued by or at the instance of the Company and that anyone

placing reliance on any other source of information would be doing so at his own risk.

Signed pursuant to the authority granted by Board of Directors of the Company at its meeting held on

6th September, 2013.

For Jyoti Strucures Limited

Sd/-

Mr. Santosh V. Nayak

Managing Director

Place: Mumbai

Date: 18th October, 2013

JYOTI STRUCTURES LIMITED - Bombay Stock Exchange · JYOTI STRUCTURES LIMITED We were incorporated...

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