September 04, 2019 ASHOKA CONCESSIONS LIMITED CIN

September 04, 2019

ASHOKA CONCESSIONS LIMITED

CIN: U45201MH2011PLC215760

A Public Limited Company Incorporated under the Companies Act, 1956

Registered Office: S. No. 113/2, 5th Floor, Ashoka Business Enclave,

Wadala Road, Nashik - 422 009

Tel: +91-253 6638705; Fax: +91- 253 2236704

Corporate Office: S. No. 861, Ashoka House, Ashoka Marg, Vadala, Nasik - 422 011

Tel: +91 253 6633705; Fax: +91 253 2236704

Website: www.ashokaconcessions.com

Company Secretary and Compliance Officer: Ms. Pooja A. Lopes

Email: [email protected]

Address: 807 A Wing, 8th Floor, The Capital (Opp. ICICI Bank), G-70, Bandra Kurla Complex,

Bandra (East), Mumbai - 400 051

Tel: 022 67399700; Fax: 0253 2236704

PRIVATE PLACEMENT OFFER LETTER/ INFORMATION MEMORANDUM PREPARED IN

CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING

OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-

NRO/GN/2008/13/127878 DATED JUNE 06, 2008), AS AMENDED FROM TIME TO TIME AND THE

COMPANIES ACT, 2013 READ WITH THE COMPANIES (PROSPECTUS AND ALLOTMENT OF

SECURITIES) RULES, 2014

ISSUE BY ASHOKA CONCESSIONS LIMITED OF UPTO 1,500 (ONE THOUSAND FIVE HUNDRED)

SENIOR, UNSECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF

THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, OF AN AGGREGATE

NOMINAL VALUE OF UP TO RS. 1,50,00,00,000/- (RUPEES ONE HUNDRED AND FIFTY CRORES

ONLY) (“DEBENTURES” or “NCDs”) IN THE MANNER STATED BELOW ON A PRIVATE

PLACEMENT BASIS (THE “ISSUE”). THE NCDs WILL BE LISTED ON WDM OF BSE LIMITED

(“THE BOMBAY STOCK EXCHANGE”):

Particulars Details

Issue Amount (INR) 1,50,00,00,000

Number of Debentures 1,500

Face Value of Debentures

(INR)

10,00,000/-

Interest Rate per annum

(payable on the Initial

Interest Payment Date and

thereafter annually on the

subsequent Interest

10.45% or any Revised Interest Rate

payable pursuant to the Interest Reset

Process or any revised interest rate

payable in terms of the Transaction

Documents

http://www.ashokaconcessions.com/

Payment Dates specified

below)

Redemption At Par except in case of Early

Redemption

Tenor 2 (two) years 7 (seven) months and 21

(twenty-one) days from the Deemed

Date of Allotment

BACKGROUND

THIS INFORMATION MEMORANDUM IS RELATED TO THE DEBENTURES TO BE ISSUED BY

ASHOKA CONCESSIONS LIMITED (THE “COMPANY” OR THE “ISSUER”) ON A PRIVATE

PLACEMENT BASIS AND CONTAINS RELEVANT INFORMATION AND DISCLOSURES REQUIRED

FOR THE PURPOSE OF ISSUING OF THE DEBENTURES.

LISTING

THE COMPANY HAS APPLIED FOR IN-PRINCIPLE APPROVAL FOR THE LISTING OF THE NCDs IN

WDM OF BSE LIMITED BY ITS APPLICATION DATED AUGUST 30, 2019 AND HAS RECEIVED THE

APPROVAL FROM BSE VIDE ITS LETTER DATED SEPTEMBER 03, 2019.

WILFUL DEFAULTER

THE ISSUER, ITS DIRECTORS AND PROMOTER HAVE NOT BEEN DECLARED AS A WILFUL

DEFAULTER BY RBI OR ANY OTHER AUTHORITY.

GENERAL RISK

INVESTORS ARE ADVISED TO READ THE SECTION TITLED “RISK FACTORS” CAREFULLY BEFORE

TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR THE PURPOSES OF TAKING AN

INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER

AND OF THE ISSUE INCLUDING, THE RISKS INVOLVED.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN LEGAL, REGULATORY, TAX,

FINANCIAL AND/ OR ACCOUNTING ADVISORS ABOUT RISKS ASSOCIATED WITH AN

INVESTMENT IN SUCH NCDs AND THE SUITABILITY OF INVESTING IN SUCH NCDs IN LIGHT OF

THEIR PARTICULAR CIRCUMSTANCES.

INVESTMENT IN THESE NCDs INVOLVES A DEGREE OF RISK AND INVESTORS SHOULD NOT

INVEST ANY FUNDS IN THIS ISSUE UNLESS THEY CAN AFFORD TO TAKE THE RISK OF LOSING

THEIR INVESTMENT. POTENTIAL INVESTORS ARE ADVISED TO READ THIS INFORMATION

MEMORANDUM CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. FOR

TAKING AN INVESTMENT DECISION, INVESTORS MUST USE THEIR OWN JUDGMENT AND RELY

ON THEIR OWN EXAMINATION OF THE COMPANY AND THE ISSUE INCLUDING THE RISKS

INVOLVED.

CREDIT RATING

AS AT THE DATE OF THIS IMFORMATION MEMORANDUM, THE DEBENTURES HAVE BEEN

PROVISIONALLY RATED “PROVISIONAL CRISIL AA-(SO)/STABLE^” BY CRISIL VIDE ITS LETTER

DATED AUGUST 29, 2019.

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 DISCLOSURE DOCUMENT 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.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

CATALYST TRUSTEESHIP LIMITED

Windsor, 6th floor, Office No.604, C.S.T Road,

Kalina, Santacruz (East) Mumbai 400098

Contact Person: Mr. Sameer Trikha

Tel: 011-43029101

Fax: 022- 49220505


Website: www.catalysttrustee.com

LINK INTIME INDIA PRIVATE LIMITED

C 101, 247 Park, LBS Marg,

Vikhroli (W), Mumbai – 400083

Contact Person: Mr. Ganesh Jadhav

Tele: 022-49186000

Fax: 022-49186060


Website: www.linkintime.co.in

ISSUE SCHEDULE

Issue Opening Date: September 04, 2019 Issue Closing Date: September 04, 2019

Pay-In Date: September 04, 2019 Deemed Date of Allotment:

September 04, 2019

The subscription list for the Issue shall remain open for subscription during banking hours for the period

indicated above. However, the Company reserves the right to change the above Issue Schedule, with the

understanding that the Issue Closing Date/ Pay-in Date/ Deemed Date of Allotment may be rescheduled, at the

sole discretion of the Company, to a date falling not later than 7 (seven) Business Days from the dates mentioned

herein. The actual Issue Closing Date/ Pay-in Date/ Deemed Date of Allotment shall be communicated to each

Investor in the Allotment Advice.

TABLE OF CONTENTS

SECTION I: DISCLAIMERS .................................................................................................................. 1

SECTION II: DEFINITIONS/ ABBREVIATIONS/ TERMS USED ..................................................... 6

SECTION III: RISK FACTORS............................................................................................................ 14

SECTION IV: DISCLOSURE REQUIREMENTS ............................................................................... 26

SECTION V: DISCLOSURES PERTAINING TO WILFUL DEFAULT ........................................... 81

SECTION VI: INFORMATION RELATING TO TERMS OF OFFER .............................................. 82

SECTION VII: UNDERTAKING BY THE ISSUER ........................................................................... 91

SECTION VIII: UNDERTAKING TO USE A COMMON FORM OF TRANSFER .......................... 92

SECTION IX: REGULATIONS AND POLICIES ............................................................................... 93

SECTION X: INSPECTION OF DOCUMENTS ................................................................................. 94

ANNEXURE A ...................................................................................................................................... 95

ANNEXURE B ...................................................................................................................................... 97

ANNEXURE C .................................................................................................................................... 107

ANNEXURE D .................................................................................................................................... 112

ANNEXURE E .................................................................................................................................... 113

ANNEXURE F .................................................................................................................................... 118

ANNEXURE G .................................................................................................................................... 121

ANNEXURE H .................................................................................................................................... 124

ANNEXURE I ..................................................................................................................................... 140

ANNEXURE J ..................................................................................................................................... 141

ANNEXURE K .................................................................................................................................... 144

ANNEXURE L .................................................................................................................................... 148

ANNEXURE M ................................................................................................................................... 149

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SECTION I: DISCLAIMERS

THIS PRIVATE PLACEMENT OFFER LETTER/ INFORMATION MEMORANDUM (“IM”/

“INFORMATION MEMORANDUM”) IS NEITHER A PROSPECTUS NOR A STATEMENT IN

LIEU OF PROSPECTUS. THIS IM DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO

CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE NCDs TO THE PUBLIC

IN GENERAL. APART FROM THIS IM, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN

PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO

THE ISSUER NOR IS THIS IM REQUIRED TO BE REGISTERED UNDER THE APPLICABLE

LAWS. ACCORDINGLY, THIS IM HAS NEITHER BEEN DELIVERED FOR REGISTRATION

NOR IS IT INTENDED TO BE REGISTERED. THIS IM IS INTENDED TO BE CIRCULATED

TO NOT EXCEEDING 50 (FIFTY) 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

NCDs TO THE PUBLIC IN GENERAL.

THIS IM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUT THE

ISSUER AND TERMS AND CONDITIONS, INCLUDING THE NATURE OF THE NCDs, TO

POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND

ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS IM HAS BEEN PREPARED IN

ACCORDANCE WITH THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AND

APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES

THEREUNDER. THIS IM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION

THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS IM NOR ANY OTHER

INFORMATION SUPPLIED IN CONNECTION WITH THE NCDs IS INTENDED TO PROVIDE

THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR ANY RECIPIENT OF THIS IM

SHOULD CONSIDER SUCH RECEIPT A RECOMMENDATION TO SUBSCRIBE TO ANY NCDs.

EACH INVESTOR CONTEMPLATING THE SUBSCRIPTION OF ANY NCDs 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 NCDs AND SHOULD

POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE

SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULAR

CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF THE INVESTORS TO ALSO ENSURE

THAT THEY WILL SELL THESE NCDs IN STRICT ACCORDANCE WITH THE TERMS AND

CONDITIONS OF THIS IM AND APPLICABLE LAWS, SO THAT THE SALE DOES NOT

CONSTITUTE AN OFFER FOR SALE TO THE PUBLIC WITHIN THE MEANING OF THE

COMPANIES ACT.

NONE OF THE INTERMEDIARIES, THE ADVISORS ASSOCIATED WITH THIS ISSUE

UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER OR

THE FACTORS AFFECTING THE NCDs OR HAVE ANY RESPONSIBILITY TO ADVISE ANY

INVESTOR OR POTENTIAL INVESTOR IN THE NCDs OF ANY INFORMATION AVAILABLE

WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES OR

THE ADVISORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY

REPRESENTATION NOT CONTAINED IN THIS IM OR IN ANY MATERIAL MADE

AVAILABLE BY THE ISSUER TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND,

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IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED

UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER.

THE INTERMEDIARIES, AND THE ADVISORS ASSOCIATED WITH THIS IM HAVE NOT

SEPARATELY VERIFIED IN THE INFORMATION CONTAINED HEREIN. ACCORDINGLY,

NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE

AND NO RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY OR ADVISOR AS

TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS IM

OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH

INTERMEDIARIES AND ADVISORS ASSOCIATED WITH THIS ISSUE SHALL HAVE NO

LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER

INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THIS ISSUE.

THE CONTENTS OF THIS IM ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS

TO WHOM IT IS SPECIFICALLY BEEN ADDRESSED. IT IS NOT INTENDED FOR

DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE

RECIPIENT.

THE PERSON TO WHOM A COPY OF THIS IM IS SENT IS ALONE ENTITLED TO APPLY FOR

THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN

THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS IM HAVE BEEN SENT. ANY

APPLICATION BY A PERSON TO WHOM THE IM AND/ OR THE APPLICATION FORM HAS

NOT BEEN SENT BY THE ISSUER SHALL BE REJECTED.

THE PERSON WHO IS IN RECEIPT OF THIS IM SHALL NOT REPRODUCE OR DISTRIBUTE

IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY

REGARDING ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

EACH PERSON RECEIVING THIS IM ACKNOWLEDGES THAT SUCH PERSON HAS BEEN

AFFORDED AN OPPORTUNITY TO:

A. REQUEST AND TO REVIEW AND HAS RECEIVED ALL ADDITIONAL

INFORMATION CONSIDERED BY AN INVESTOR TO BE NECESSARY; AND

B. VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN;

AND

C. UNDERSTAND THE NATURE OF THE DEBENTURES AND THE RISKS INVOLVED

IN INVESTING IN THEM INCLUDING FOR ANY REASON HAVING TO SELL THEM

OR BE MADE TO REDEEM THEM BEFORE FINAL REDEMPTION DATE.

NO PROSPECTIVE INVESTOR HAS RELIED ON ANY INTERMEDIARY OR ADVISORS THAT

MAY BE ASSOCIATED WITH THE ISSUE IN CONNECTION WITH ITS INVESTIGATION OF

THE ACCURACY OF INFORMATION OR ITS INVESTMENT DECISION.

THE IM IS MADE AVAILABLE TO INVESTORS ON THE STRICT UNDERSTANDING THAT IT

IS CONFIDENTIAL.

THE NCDs HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI

GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. THIS IM HAS NOT

BEEN SUBMITTED, CLEARED OR APPROVED BY SEBI.

DISCLAIMER STATEMENT FROM THE ISSUER

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THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE, OTHER THAN IN

THIS IM AND ANY OTHER MATERIAL EXPRESSLY STATED TO BE ISSUED BY OR AT THE

INSTANCE OF THE ISSUER IN CONNECTION WITH THE ISSUE OF NCDs, AND THAT

ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION, MATERIAL

OR STATEMENT WOULD BE DOING SO AT THEIR/ ITS OWN RISK.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THIS IM TO REFLECT SUBSEQUENT

EVENTS AFTER THE DATE OF THIS IM 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 IM NOR ANY 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.

DISCLAIMER OF THE STOCK EXCHANGE

AS REQUIRED, A COPY OF THIS IM HAS BEEN SUBMITTED TO “BSE” FOR SEEKING IN

PRINCIPLE APPROVAL FOR LISTING OF THE NCDs. IT IS TO BE DISTINCTLY

UNDERSTOOD THAT SUCH SUBMISSION OF THE IM WITH BSE OR HOSTING THE SAME

ON THE WEBSITE OF BSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT

THE IM HAS BEEN CLEARED OR APPROVED BY BSE; NOR DOES IT IN ANY MANNER

WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF

THE CONTENTS OF THIS IM; NOR DOES IT WARRANT THAT THIS ISSUER’S DEBENTURES

WILL BE LISTED OR CONTINUE TO BE LISTED ON THE STOCK EXCHANGE; NOR DOES IT

TAKE RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER,

ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THE ISSUER. EVERY PERSON WHO

DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY DEBENTURES OF THIS ISSUER

MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS

AND SHALL NOT HAVE ANY CLAIM AGAINST THE STOCK EXCHANGE OR ANY AGENCY

WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON

CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ ACQUISITION

WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR

ANY OTHER REASON WHATSOEVER.

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

THIS IM HAS NOT BEEN FILED WITH SEBI. THE NCDs HAVE NOT BEEN RECOMMENDED

OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY

OF THIS IM. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THIS IM SHOULD NOT, IN ANY

WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR VETTED

BY SEBI. THE SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL

SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO

BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS

EXPRESSED IN THIS IM. HOWEVER SEBI RESERVES THE RIGHT TO TAKE UP AT ANY

POINT OF TIME, WITH THE ISSUER, ANY IRREGULARITIES OR LAPSES IN THIS IM.

DISCLAIMER OF THE RESERVE BANK OF INDIA (RBI)

THE DEBENTURES HAVE NOT BEEN RECOMMENDED OR APPROVED BY THE RBI NOR

DOES THE RBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS IM. IT IS TO BE

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DISTINCTLY UNDERSTOOD THAT THIS IM SHOULD NOT, IN ANY WAY, BE DEEMED OR

CONSTRUED THAT THE DEBENTURES HAVE BEEN RECOMMENDED FOR INVESTMENT

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

SOUNDNESS OF THE COMPANY, OR THE DEBENTURES BEING ISSUED BY THE COMPANY

OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN

THIS IM. THE APPLICANT(S) MAY MAKE INVESTMENT DECISION IN THE DEBENTURES

OFFERED IN TERMS OF THIS INFORMATION MEMORANDUM SOLELY ON THE BASIS OF

THEIR OWN ANALYSIS AND THE RBI DOES NOT ACCEPT ANY RESPONSIBILITY ABOUT

SERVICING/ REPAYMENT OF SUCH INVESTMENT.

DISCLAIMER OF THE CREDIT RATING AGENCY

AS AT THE DATE OF THIS IM, THE CREDIT RATING AGENCY (BEING CRISIL) HAS

ASSIGNED RATING OF “PROVISIONAL CRISIL AA-(SO)/STABLE^” VIDE LETTER DATED

AUGUST 29, 2019 TO THE DEBENTURES. THE RATING ASSIGNED BY THE CREDIT RATING

AGENCY IS AN OPINION ON CREDIT QUALITY AND IS NOT A RECOMMENDATION TO

BUY, SELL OR HOLD THE RATED DEBENTURES. INVESTORS SHOULD TAKE THEIR OWN

DECISIONS. THE CREDIT RATING AGENCY HAS BASED ITS RATINGS ON INFORMATION

OBTAINED FROM SOURCES BELIEVED BY THEM TO BE ACCURATE AND RELIABLE. THE

CREDIT RATING AGENCY DOES NOT, HOWEVER, GUARANTEE THE ACCURACY,

ADEQUACY OR COMPLETENESS OF ANY INFORMATION AND IS NOT RESPONSIBLE FOR

ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH

INFORMATION.

THE RATING MAY BE SUBJECT TO REVISION AT ANY TIME BY THE CREDIT RATING

AGENCY AND SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING. THE

RATING AGENCIY HAS THE RIGHT TO SUSPEND THE RATING AT ANY TIME BASIS OF

FACTORS SUCH AS NEW INFORMATION OR UNAVAILABILITY OF INFORMATION OR

ANY OTHER CIRCUMSTANCES.

DISCLAIMER OF THE DEBENTURE TRUSTEE

A. THE DEBENTURE TRUSTEE DOES NOT UNDERTAKE TO REVIEW THE FINANCIAL

CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE

ARRANGEMENTS CONTEMPLATED BY THIS IM AND DOES NOT HAVE ANY

RESPONSIBILITY TO ADVISE ANY INVESTOR OR PROSPECTIVE INVESTOR IN THE

DEBENTURES OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY

COMING TO THE ATTENTION OF THE DEBENTURE TRUSTEE, ITS AGENTS OR

ADVISORS EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE DEBENTURE TRUST

DEED.

B. THE DEBENTURE TRUSTEE HAS NOT SEPARATELY VERIFIED THE INFORMATION

CONTAINED IN THIS IM. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR

UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS

ACCEPTED BY DEBENTURE TRUSTEE AS TO THE ACCURACY OR ANY OTHER

INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, THE DEBENTURE

TRUSTEE ASSOCIATED WITH THE ISSUE SHALL HAVE NO LIABILITY IN

RELATION TO THE INFORMATION CONTAINED IN THIS IM OR ANY OTHER

INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.

C. THE DEBENTURE TRUSTEE IS NEITHER A PRINCIPAL DEBTOR NOR A

GUARANTOR OF THE DEBENTURES.

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ASSUMPTIONS

THE INITIAL SUBSCRIBER BY SUBSCRIBING TO AND ANY SUBSEQUENT PURCHASER

BY PURCHASING THE NCDs SHALL BE DEEMED TO HAVE AGREED THAT AND

ACCORDINGLY THE COMPANY SHALL BE ENTITLED TO PRESUME THAT EACH OF THE

INITIAL SUBSCRIBERS AND ANY SUBSEQUENT PURCHASERS (DEBENTURE HOLDER, AS

REFERRED TO HEREINABOVE AND HEREINAFTER):

A. HAS REVIEWED THE TERMS AND CONDITIONS APPLICABLE TO THE NCDs AS

CONTAINED HEREIN AND HAS UNDERSTOOD THE SAME, AND, ON AN

INDEPENDENT ASSESSMENT THEREOF, FOUND THE SAME ACCEPTABLE FOR

THE INVESTMENT MADE AND HAS ALSO REVIEWED THE RISK DISCLOSURES

CONTAINED HEREIN AND HAS UNDERSTOOD THE RISKS, AND DETERMINED

THAT NCDs ARE A SUITABLE INVESTMENT AND THAT THE DEBENTURE HOLDER

CAN BEAR THE ECONOMIC RISK OF THAT INVESTMENT;

B. HAS RECEIVED ALL THE INFORMATION BELIEVED BY IT TO BE NECESSARY AND

APPROPRIATE OR MATERIAL IN CONNECTION WITH, AND FOR, INVESTMENT IN

THE NCDs;

C. HAS SUFFICIENT KNOWLEDGE, EXPERIENCE AND EXPERTISE AS AN INVESTOR,

TO MAKE THE INVESTMENT IN THE NCDs;

D. HAS NOT RELIED ON EITHER THE COMPANY OR ANY OF ITS AFFILIATE,

ASSOCIATE, HOLDING, SUBSIDIARY OR GROUP ENTITIES OR ANY PERSON

ACTING IN ITS OR THEIR BEHALF FOR ANY INFORMATION, ADVICE OR

RECOMMENDATIONS OF ANY SORT EXCEPT AS REGARDS THE ACCURACY OF

THE SPECIFIC FACTUAL INFORMATION ABOUT THE TERMS OF THE NCDs SET

OUT IN THIS IM;

E. HAS UNDERSTOOD THAT INFORMATION CONTAINED IN THIS IM IS NOT TO BE

CONSTRUED AS BUSINESS OR INVESTMENT ADVICE;

F. HAS MADE AN INDEPENDENT EVALUATION AND JUDGMENT OF ALL RISKS AND

MERITS BEFORE INVESTING IN THE NCDs; AND

G. HAS THE LEGAL ABILITY TO INVEST IN THE NCDs AND THE INVESTMENT DOES

NOT CONTRAVENE ANY PROVISION OF ANY LAW, REGULATION OR

CONTRACTUAL RESTRICTION OR OBLIGATION OR UNDERTAKING BINDING ON

OR AFFECTING THE DEBENTURE HOLDER OR ITS ASSETS.

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SECTION II: DEFINITIONS/ ABBREVIATIONS/ TERMS USED

TERM FULL FORM/ MEANING

Acknowledgement Slip Means the acknowledgment slip, the format of which is enclosed

herewith as Annexure C to be obtained by an applicant, duly

stamped by the Registrar at the time of deposit of the Application

Form.

Act shall mean, individually and collectively, such relevant provisions

of the Companies Act, 1956 which are still in force and effect and

those provisions of the Companies Act, 2013 which have been

notified and are in full force and effect and all amendments,

enactments, re-enactments or modifications thereof, from time to

time, including the rules and regulations prescribed therein.

Affiliate with respect to a Person (the “Subject Person”) shall mean,

(i) in the case of any Subject Person other than a natural

Person, any other Person that, either directly or indirectly

through one or more intermediate Persons Controls, is

Controlled by or is under common Control with the

Subject Person; and

(ii) in the case of any Subject Person that is a natural Person:

(a) any other Person that, either directly or indirectly

through one or more intermediate Persons, is

Controlled by the Subject Person; or

(b) any Person who is a Relative of such Subject

Person.

Allotment Advice/

Allotment Intimation/

Letter(s) of Allotment

An advice informing the Investors of the number of letter(s) of

allotment/ Debenture(s) allotted to him in the electronic

(dematerialized) form.

Amounts Due Shall mean in relation to Debentures, all Interest (due and

payable), Default Interest, interest on application money, if any,

payable in relation to Debentures, costs (including legal costs on

full indemnity basis), charges, expenses, commissions, fees

including the remuneration of the Debenture Trustee and expenses

payable to the Debenture Trustee and the receiver, all taxes, dues,

duties, levies, cess, including stamp duty, registration and other

fees and charges payable by the Issuer with respect to or on the

Transaction Documents or the Debentures, including those

payable for the negotiation, preparation, execution, registration,

preservation, protection and enforcement of the Transaction

Documents, as may be outstanding/ payable at any given date,

excluding however the Redemption Amount in respect of the

Debentures, and wherever the context may require shall mean the

aggregate of aforementioned amounts.

Applicant(s)/ Investor(s) Shall mean and refer to the Persons, who have made an application

for subscription to the Debentures pursuant to the Offer Letter.

Application Form The application form circulated along with this IM to be used for

the purposes of applying for the Debentures as Annexure C.

Application Money The money credited by an applicant to the Designated Account of

the Issuer for the purpose of subscription to the Debentures.

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Applicable Law shall mean any Indian statute, law, acts of the state legislature or

Indian parliament, regulation, ordinance, rule, judgment, order,

decree, bye-laws, clearances, directives, guidelines, policy

requirement, or any governmental restriction or any similar form

of decision of, or determination by, or any interpretation having

the force of law in India of any of the foregoing, by any

government authority having jurisdiction over the matter in

question, whether in effect as of the date of the issue of Debentures

or thereafter, the SEBI Debt Listing Regulations, the SEBI

(Listing Obligations and Disclosure Requirements) Regulations,

2015, circulars issued by SEBI from time to time with respect to

listing of debt securities and such other laws which may be

applicable to the transaction contemplated herein.

Articles of Association/

Articles

The articles of association of the Issuer, as amended from time to

time.

ABL Promoters Means the promoters of the Promoter in the record of SEBI or the

stock exchange where the equity shares of the Promoter are listed,

as on the Deemed Date of Allotment.

Beneficiary/ Beneficiaries Those Persons whose names appear on the beneficiary details

provided by the Depositories (NSDL or CDSL) as on the Record

Date.

Board/ Board of Directors The board of directors of the Issuer, including any committee of

Directors.

BSE BSE Limited (Bombay Stock Exchange)

Business Day A day (other than a Sunday, Saturday or a public holiday for the

purpose of Section 25 of the Negotiable Instruments Act, 1881 (26

of 1881)) on which scheduled commercial banks are open for

operation in Mumbai.

CDSL Central Depository Services (India) Limited, a public limited

company incorporated under the Companies Act, 1956 and having

its office at Unit No. A-2501, Marathon Futurex, Mafatlal Mills

Compound, N.M. Joshi Marg, Lower Parel (E), Mumbai – 400013.

CIBIL Credit Information Bureau (India) Limited, a public limited

company incorporated under the Companies Act, 1956 and having

its office at One Indiabulls Centre, 19th Floor, Tower 2A & 2B,

841 Senapati Bapat Marg, Elphinstone Road, Mumbai – 400013

incorporated under the laws of India.

CRISIL CRISIL Limited, a credit rating agency incorporated under the

Companies Act, 1956 and having its office at CRISIL House,

Central Avenue, Hiranandani Business Park, Powai, Mumbai-

400076, India

CIN Corporate Identification Number

Companies Act/ Companies

Act, 2013

The Companies Act, 2013, as applicable, as may be amended/

modified/ substituted from time to time and the rules made

thereunder.

Company/ Issuer Ashoka Concessions Limited

Control shall have the meaning ascribed to it under the Act and the

expressions “Controls”, “is Controlled by” or “under common

Control” shall be construed accordingly.

8 | P a g e


Debenture Holder(s)/NCD

Holders

The investors who are allotted Debentures and the Persons who

may be holding Debentures from time to time and whose names

are entered in the ‘Register of Debenture Holders’ as maintained

by the Company as holders of Debentures and shall include the

beneficial owner(s) of the Debentures in dematerialized form, as

per the list of beneficial owners prepared and maintained by NSDL

and/ or CDSL, as the case may be, as per the provisions of

Depositories Act, 1996 (“Depositories Act”).

Debenture Payment(s) The following amounts payable by the Company to the Debenture

Holders on such dates as specified in the Term Sheet and

Transaction Documents:

(i) Redemption Amount payable towards redemption of

Debentures on the Maturity Date in accordance with the

Term Sheet;

(ii) payment required to be made as part of Interest on each

Interest Payment Date in accordance with the Term Sheet;

(iii) payment required to be made as part of Default Interest

along with payment of the amounts on which such Default

Interest is payable on such dates as prescribed by the

Debenture Holders and/ or the Transaction Documents, as

the case may be;

(iv) payment of Redemption Amount and Amounts Due upon

occurrence of an Event of Default, accelerated

redemption by the Debenture Holders in accordance with

the terms of the Transaction Documents; and

(v) Redemption Amount and any accrued Coupon payments,

or so much thereof as is payable, upon the occurrence

of accelerated redemption event in accordance with the

terms of the Transaction Documents.

Debenture Trustee/ Trustee Trustee for the Debenture Holders, in this case being Catalyst

Trusteeship Limited, who has given its consent to the Issuer as per

the consent letter dated August 12, 2019, annexed hereto as

Annexure D.

Depositories NSDL or CDSL, as the case may be.

Debenture Trustee

Agreement

The document titled ‘Debenture Trustee Agreement’ entered into

between the Issuer and Debenture Trustee inter alia for appointment

of Debenture Trustee as the trustee to act on behalf of and for the

benefit of Debenture Holders.

Debenture Trust Deed The debenture trust deed executed in relation to the issue of

Debentures.

Deed of Corporate Guarantee Shall mean deed executed in respect of an unconditional and

irrevocable corporate guarantee issued/ to be issued by the

Guarantor in favour of the Debenture Trustee, for the purposes of

guaranteeing the obligations of the Issuer in relation to the

Debentures.

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Deemed Date of Allotment September 04, 2019 or such other date as notified to the Investor by

the Company on which the Investor has infused the subscription

amount in the Company towards the Debentures.

Default Interest Interest payable by the Company at such rates and in such manner

as specified in the Term Sheet.

Designated Account Issuer’s bank account for collecting the Application Money, having

the following details:

Beneficiary : Ashoka Concessions Limited

Bank : State Bank of India

Branch Name : Old Agra Road, Nasik

MICR Code : 422002002

Account Name : Ashoka Concessions Limited

Account No. : 33535516591

IFSC Code : SBIN0001469

Address : Old Agra Road, Nashik, Maharashtra – 422002

Due Date Means, in respect of:

(i) the Redemption Amount, the Redemption Date;

(ii) the Interest, each Interest Payment Dates; or

(iii) any other amount payable under the Transaction

Documents, the date on which such amount falls due in

terms of the Transaction Documents.

DP Depository Participant.

DRR Debenture redemption reserve as prescribed under Applicable Law.

Early Redemption Shall have the meaning as ascribed to the term under the Term

Sheet.

Early Redemption Date Shall have the meaning as ascribed to the term under the Term

Sheet.

Encumbrance/ Encumbered shall mean any lien, pledge, hypothecation, charge, mortgage,

encumbrance, claim, infringement, interference, option, right of

first refusal, pre-emptive right or restriction of any nature

(including any restriction on the transfer of any security or other

asset, any restriction on the receipt of any income derived from

any asset, any restriction on the use of any asset and any restriction

on the possession, exercise or transfer of any other attribute of

ownership of any asset), as the context may require.

Events of Default As the context may require or permit, occurrence of any or all of

the events identified in the Term Sheet and/ or any of the

Transaction Documents.

FII Foreign Institutional Investor

Financial Indebtedness means any indebtedness for or in respect of:

(i) moneys borrowed (including any applicable interests, cost

charges and expenses in relation thereto);

10 | P a g e


(ii) any amount raised by acceptance under any acceptance

credit, bill acceptance or bill endorsement facility or

dematerialised equivalent;

(iii) any amount raised pursuant to any note purchase facility or

the issue of debentures, notes, bonds, loan stock or any

similar instrument including but not limited to foreign

currency convertible bonds;

(iv) the amount of any liability in respect of any lease or hire

purchase contract which would, in accordance with IND

AS, be treated as a finance or capital lease;

(v) receivables sold or discounted (other than any receivables

to the extent they are sold on a non-recourse basis);

(vi) any amount raised under any other transaction (including

any forward sale or purchase agreement, put option

agreement, guarantee or a capitalisation agreement) having

the commercial effect of a borrowing or which may give

rise to any financial obligation;

(vii) shares (or any instruments convertible into shares) which

are expressed to be redeemable or the subject of a put

option or any form of guarantee;

(viii) any secured counter-indemnity obligation in respect of a

guarantee, indemnity, bond, standby or documentary letter

of credit or any other instrument issued by a bank or

financial institution;

(ix) any derivative transaction entered into in connection with

protection against or benefit from fluctuation in any rate or

price including any credit support arrangement in respect

thereof (and, when calculating the value of any derivative

transaction, only the marked to market value shall be taken

into account);

(x) the amount of any liability under any advance or deferred

purchase agreement if one of the primary reasons behind

the entry into such agreement is to raise finance;

(xi) (without double counting) the amount of any contingent

liabilities or any other liability in respect of any guarantee

(financial or performance) or indemnity, which has been

crystallised; and

(xii) any counter-indemnity obligation in respect of a guarantee,

indemnity, bond, standby or documentary letter of credit or

any other instrument issued by a bank or financial

institution including but not limited to any put options

11 | P a g e


provided by the Company to any bank or financial

institution pursuant to any financing.

FPI Foreign Portfolio Investor

FY Financial Year

INR/ Rupees The lawful currency of the Republic of India.

IRDA Insurance Regulatory and Development Authority

Initial Interest Payment Date The date on which Interest will be due and payable by the Issuer,

for the first time, during the Tenor, in respect of the Debentures

i.e., on April 24, 2020.

Interest Interest calculated on the Redemption Amount or so much thereof

as is outstanding, from time to time, at the applicable Interest Rate

and payable on relevant Interest Payment Date(s).

Interest Payment Date

The date(s) on which Interest will be due and payable in respect of

the Debentures including Initial Interest Payment Datef, as

specified in the Term Sheet section of this Information

Memorandum.

Interest Rate The rate at which Interest is payable as specified in the Term

Sheet.

Interest Reset Dates Means such date(s) as set out under Annexure L of this IM i.e.,

on February 25, 2021 and February 25, 2022

Interest Reset Process The process set out under the Term Sheet for the purposes of

revising the Interest Rate on the Interest Reset Dates.

Investors Those Persons resident in India (who fall within a class listed

under the heading ‘who can apply’ of this IM) to whom a copy of

this IM may be sent, specifically addressed to such Person, with a

view to offering the Debentures for sale (being offered on a private

placement basis) under this IM.

Issue Issue by the Issuer of up to 1500 (One Thousand Five Hundred)

NCDs, with a face value of Rs. 10,00,000/- (Rupees Ten Lakhs

only) each of an aggregate nominal value of up to Rs.

1,50,00,00,000/- (Rupees One Hundred and Fifty Crore only).

Majority Debenture Holders Debenture Holders holding at least 51% (fifty one percent) of the

face value of the outstanding Debentures.

Management Control Shall mean (i) the ability of the Promoter to appoint majority of

the directors on the Board of Directors of the Company; and (ii)

ability of the Promoter to control and direct the business,

operations and functioning of the Company.

Material Adverse Effect means the effect or consequence of any event or circumstance in

the opinion of Majority Debenture Holders which is or is likely to

be:

(i) adverse to the ability of the Issuer, the Guarantor or any

Person to perform or comply with any of their respective

obligations under the Transaction Documents in

accordance with their respective terms; or

(ii) adverse to any of the businesses, operations or financial

condition of the Issuer or its projects or of any Person who

is party to any Transaction Document; or

12 | P a g e


(iii) adverse to the legality, validity, binding nature or

enforceability of any of the Transaction Documents

(including the ability of any party to enforce any of its rights

or remedies there under);

and shall include (but shall not be limited to) the following:

(i) the Company or the Guarantor being adjudicated or found

insolvent or bankrupt;

(ii) the Company or the Guarantor being dissolved or wound

up;

(iii) the winding-up or dissolution of the Company or the

Guarantor, or

(iv) the appointment of a liquidator, administrator, trustee or

receiver or similar officer in respect of the Company or the

Guarantor.

Maturity Date/ Redemption

Date/ Tenor

2 (two) years 7 (seven) months and 21 (twenty-one) days from the

Deemed Date of Allotment

Memorandum The memorandum of association of the Issuer, as amended from

time to time.

Mutual Fund A mutual fund registered with SEBI under the Securities and

Exchange Board of India (Mutual Funds) Regulations, 1996, as

amended from time to time.

N.A. Not Applicable

NBFC Non – Banking Financial Company.

NCDs/ Debentures Senior, unsecured, rated, listed, redeemable, non-convertible

debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs

only) each, of an aggregate nominal value of up to Rs.

1,50,00,00,000/- (Rupees one hundred fifty crores only).

NEFT National Electronic Funds Transfer, an electronic funds transfer

facility provided by the RBI.

NCD Register/ Register of

Debenture Holders

The register of Debenture Holders maintained by the Issuer and/

or the Registrar to the Issue.

NSDL National Securities Depository Limited, a public limited company

incorporated under the Companies Act, 1956 and having its office

at Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound,

Senapati Bapat Marg, Lower Parel (West) Mumbai – 400013.

PAN Permanent Account Number

Person means any natural person, limited or unlimited liability company,

corporation, partnership (whether limited or unlimited),

proprietorship, Hindu undivided family, trust, union, association,

government or any agency thereof or any other entity that may be

treated as a person under Applicable Law.

Purpose Shall mean the purpose as mentioned in the Term Sheet.

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Promoter/ Guarantor Ashoka Buildcon Limited, a public limited company incorporated

under the Companies Act, 1956 and having its registered office at

S. No. 861, "Ashoka House", Ashoka Marg, Vadala, Nashik -

422011.

Record Date The ‘Record Date’ for the Debentures shall be 15 (fifteen) days

prior to a Debenture Payment.

Registrar to the Issue Link Intime India Private Limited

Redemption Amount Shall mean, in respect of Debentures, the entire outstanding

principal amount payable by the Issuer.

QFI Qualified Institutional Investor

RBI Reserve Bank of India

RNBC Residuary Non - Banking Company

RTGS Real Time Gross Transfer

Relative Shall have the meaning ascribed to it under the Act

Register of Debenture

Holders

means the register maintained by the Company at its registered

office and containing the names of the Debenture Holders, in

accordance with the Act.

Revised Interest Rate Shall have the meaning as ascribed to the term under the Term

Sheet.

SEBI Securities and Exchange Board of India

SEBI Debt Listing

Regulations

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

amended from time to time.

Subscription Amount Shall have the meaning ascribed to it in the Term Sheet.

Subsidiary(s) Means the subsidiaries of the Company, as per the provisions of

the Companies Act, the details of which, as of June 30, 2019, have

been set forth in this IM in Annexure K.

TDS Tax Deducted at Source

Term Sheet Details of the Issue as set forth in Section IV

Transaction Documents All documents entered into in relation to the issuance of the

Debentures, including but not limited to, Debenture Trustee

Agreement, the Debenture Trust Deed/ DTD, this Information

Memorandum, Deed of Corporate Guarantee, rating letter dated

August 29, 2019 issued by CRISIL and any other agreement or

document designated as Transaction Documents by the Debenture

Trustee.

WDM Wholesale Debt Market

Capitalized terms used but not defined herein shall have the meaning ascribed to them under the

Debenture Trust Deed.

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SECTION III: RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfill its obligations under the

Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in

a position to express a view on the likelihood of any such contingency occurring. These risks may include,

among others, business aspects, equity market, bond market, interest rate, market volatility and

economic, political and regulatory risks and any combination of these and other risks. If any of the

following risks, or other risks that are not currently known or are now deemed immaterial, actually

occur, the Issuer’s business, results of operations and financial condition could suffer, the price of

Debentures could decline, and the Investor may lose all or part of their investment. In addition, more

than one risk factor may have a compounding effect which may not be predictable.

Prospective Investors should carefully consider all the information in this Information Memorandum,

including the risks and uncertainties described below, before making an investment in the Debentures.

To obtain a complete understanding, prospective Investors should read this section in conjunction with

the remaining sections of this Information Memorandum and reach their own views prior to making any

investment decision. The ordering of the risk factors is intended to facilitate ease of reading and

reference and does not in any manner indicate the importance of one risk factor over another.

A. RISKS RELATED TO THE ISSUER

1) Due to the often long-period between the submission of our tender and completing the

construction of a project, our actual cost in executing a fixed-price contract or in constructing

a project the subject of a BOT agreement may vary substantially from the assumptions

underlying our bid. We may be unable to recover all or some of the additional expenses, which

may have a material adverse effect on our results of operations and financial condition.

The construction of projects undertaken by us generally takes one year to five years to complete.

In addition, for BOT projects, there is often a delay of more than 180 days between the

submission of our tender and the commencement of construction. Under the terms and

conditions of fixed-price contracts, we generally agree to construct a project for a fixed price,

subject to contract variations covering changes in the client’s project requirements. Under the

terms and conditions of agreements for BOT projects, we generally agree to pay to, or receive

from, the client awarding the concession an agreed sum of money, subject to contract variations

covering changes in the client’s project requirements. Many of our fixed-price contracts and

agreements for the construction phase of BOT projects contain limited or no price escalation

clauses covering increases in the cost of construction materials, fuel, labour and other inputs,

and we expect to enter into more such contracts in the future.

Our actual expense in executing a fixed-price contract or in constructing a project the subject of

a BOT agreement may vary substantially from the assumptions underlying our bid for several

reasons, including:

• unanticipated increases in the cost of construction materials, fuel, labour or other inputs;

• unforeseen construction conditions, including the inability of the client to

obtain requisite environmental and other approvals, resulting in delays and

increased costs;

• delays caused by local weather conditions; and

• suppliers’ or subcontractors’ failures to perform.

Depending on the size of a project, variations from estimated contract performance could have

a material adverse effect on our results of operations and financial condition.

15 | P a g e

2) Any unexpected increases in the price of labour, construction materials, or other inputs which

we are unable to pass on to our clients or, in the case of a BOT project, recoup through

increasing the toll or concession may have a material adverse effect on our results of

operations and financial condition.

The cost of labour, materials and other inputs constitutes a significant part of our operating

expenses for our EPC division. Our ability to pass on unanticipated increases in the price of

construction materials, fuel, labour and other inputs may be limited in the case of EPC fixed-

price contracts, contracts with limited price escalation provisions and BOT projects. If we are

unable to pass on such unanticipated price increases to our clients or, in the case of a BOT

project, recoup such price increases through increasing the toll or concession period, it may have


3) The timely and cost effective construction of our projects is dependent on the adequate and

timely supply of key raw materials such as steel, aggregate, bitumen and concrete. We have

not entered into any long-term supply contracts and we cannot assure you that we will be able

to procure adequate supplies of key materials as and when we need them on commercially

acceptable terms.

The timely and cost effective construction of our projects is dependent on the adequate and

timely supply of key materials, such as steel, aggregate, bitumen and concrete. We have not

entered into any long-term supply contracts. We cannot assure you that we will be able to

procure adequate supplies of key materials in the future, as and when we need them on

commercially acceptable terms. Additionally, we typically use third-party transportation

providers for the supply of most of our construction materials, except for concrete and bitumen,

which is typically supplied by our bitumen division. Transportation strikes by members of

various Indian truckers’ unions and various legal or regulatory restrictions placed on

transportation providers have had in the past, and could have in the future, an adverse effect on

our receipt of supplies. If we are unable to procure the requisite quantities of construction

materials, our business, results of operations and financial condition may be adversely affected.

4) Our ability to increase tolls on a BOT project of SPV is limited by the terms of the contract

governing the BOT project and if the increases in the tolls we charge on our toll roads do not

keep pace with increases in costs of materials and labour for maintaining and operating the

project or increases in interest rates payable on the loan or loans for the project, it could have


The tolls we are permitted to charge with respect to a BOT project are established in the project

contract by the client and are subject to escalation over the life of the project based on the

increase in the Indian consumer price index (CPI), a fixed percentage or the amounts set forth

in the agreement itself. If the increases in tolls do not keep pace with increases in costs of

materials and labour for maintaining and operating the project or increases in interest rates

payable on the loan or loans for the project, it could have a material adverse effect on our results

of operations and financial condition.

5) We have entered into certain related party transactions and we expect that we will continue

to do so in the future.

16 | P a g e

We have entered into certain transactions with related parties. For detailed information on our

related party transactions, please see the section entitled “Related Party Transactions”. While

we believe that all our related party transactions have been conducted on, and have commercial

terms consistent with, an arm’s length basis, there can be no assurance that we could not have

achieved more favourable terms had such transactions been entered into with unrelated parties.

Furthermore, it is likely that we will enter into related party transactions in the future. There can

be no assurance that such transactions, individually or in the aggregate, will not have an adverse

effect on our business, financial condition and results of operations.

6) Delays associated with the collection of receivables from our clients may adversely affect our

business and results of our operations.

There may be delays associated with the collection of receivables from our clients, including

government owned, controlled or funded entities and related parties. Our operations involve

significant working capital requirements and delayed collection of receivables could adversely

affect our liquidity and results of operations by requiring us to have larger working capital loans

than we otherwise would have had the amounts been paid on time, thereby increasing our

interest expense. In addition, we may be subject to additional regulatory or other scrutiny

associated with commercial transactions with government owned, controlled or funded entities.

7) Any inability to attract, recruit and retain skilled personnel could adversely affect our

business and results of operations.

Our ability to meet future business challenges depends on our ability to attract, recruit and retain

talented and skilled personnel. We are highly dependent on our senior management, our

Directors and other key personnel, including skilled project management personnel. A

significant number of our employees are skilled engineers, and we face strong competition to

recruit and retain skilled and professionally qualified staff. Due to the limited pool of available

skilled personnel, competition for senior management and skilled engineers in our industry is

intense. We could experience difficulties in attracting, recruiting and retaining an appropriate

number of managers and engineers for our business needs. In the last year, wages for skilled

personnel have increased by as much as double. We may need to further increase our pay

structures to attract and retain such personnel. Our future performance will depend upon the

continued services of these persons. The loss of any of the members of our senior management,

our Directors or other key personnel or an inability to manage the attrition levels in different

employee categories may materially and adversely impact our business, results of operations

and financial condition.

8) We face significant competition and if we fail to compete effectively it will have an adverse

effect on our business, financial condition and results of operations.

We operate in a competitive environment. The competition for EPC contracts and BOT projects

varies depending on the size, nature and complexity of the project and on the geographical

region in which the project is to be executed. Some of the EPC businesses and BOT project

businesses we compete against have greater financial resources, economies of scale and

operating efficiencies. We also face competition for sales of ready-mix concrete and bitumen

and in winning contracts for collecting tolls on roads/bridges owned and constructed by third

parties. There can be no assurance that we can continue to effectively compete with our

competitors in the future, and the failure to compete effectively may have an adverse effect on

our business, financial condition and results of operations.

9) Our operations are subject to physical hazards and similar risks that could expose us to

17 | P a g e

material liabilities, loss in revenues and increased expenses.

While construction companies, including us, conduct various scientific and site studies during

the course of bidding for projects, there are always anticipated or unforeseen risks that may

come up due to adverse weather conditions, geological conditions, specification changes and

other reasons. Additionally, our operations are subject to hazards inherent in providing

engineering and construction services, such as risk of equipment failure, work accidents, fire or

explosion, including hazards that may cause injury and loss of life, severe damage to and

destruction of property and equipment, and environmental damage. We may also be subject to

claims resulting from defects arising from engineering, procurement and/or construction

services provided by us within the warranty periods stipulated in our contracts, which typically

range from 12 to 60 months from the date of commissioning. Actual or claimed defects in

equipment procured and/or construction quality could give rise to claims, liabilities, costs and

expenses, relating to loss of life, personal injury, damage to property, damage to equipment and

facilities, pollution, inefficient operating processes, loss of production or suspension of

operations. Our policy of covering these risks through contractual limitations of liability,

indemnities and insurance may not always be effective. In some of the jurisdictions in which we

operate, environmental and workers’ compensation liability may be assigned to us as a matter

of law. As per AS 7 of the Indian Accounting Standards, construction companies are required

to recognize, in the respective accounting period, potential losses that may be incurred in the

foreseeable future. These liabilities and costs could have a material adverse effect on our

business, results of operations and financial condition.

10) If we fail to keep pace with technical and technological developments in the construction

industry, it could adversely affect our business and results of operations.

Our recent experience indicates that clients are increasingly developing larger, more technically

complex projects in the civil construction and infrastructure sector. To meet our clients’ needs,

we must regularly update existing technology and acquire or develop new technology for our

engineering construction services. In addition, rapid and frequent technology and market

demand changes can often render existing technologies and equipment obsolete, requiring

substantial new capital expenditures and/or write-downs of assets. Our failure to anticipate or

to respond adequately to changing technical, market demands and/or client requirements could

adversely affect our business and results of operations.

11) Our business is subject to a variety of environmental laws and regulations. Any failure on

our part to comply with applicable environmental laws and regulations could have an adverse

effect on our business.

Our operations are subject to numerous environmental protection laws and regulations, which

are complex and stringent. We regularly perform work in and around sensitive environmental

areas such as rivers, lakes, coastlines and forests. Sanctions for failure to comply with these

laws, rules and regulations, many of which may be applied retroactively, may include

administrative, civil and criminal penalties, revocation of permits and corrective action orders.

Certain environmental laws provide for strict liability for remediation of hazardous substances

released on a site. In addition, we incur significant expenditure relating to operating

methodologies and standards in order to comply with applicable environmental laws and

regulations. Furthermore, we believe environmental regulations in India will become more

stringent in the future. The scope and extent of new environmental regulations, including their

effect on our operations, cannot be predicted with certainty. The costs and management time

required to comply with these requirements could be significant. Our clients are generally

18 | P a g e

responsible for obtaining environmental permits required to proceed with the project. Any

failure or inability by our clients to retain the requisite permits may have an adverse effect on

our business and results of operations.

12) Our inability to obtain, renew or maintain the statutory and regulatory permits and approvals

required to operate our business could have a material adverse effect on our business.

We require certain statutory and regulatory permits and approvals for our business. Additionally,

we may need to apply for more approvals in the future including renewal of approvals that may

expire from time to time. There can be no assurance that the relevant authorities will issue such

permits or approvals in the timeframe anticipated by us or at all. Failure by us to renew, maintain

or obtain the required permits or approvals at the requisite time may result in the interruption of

our operations and may have a material adverse effect on our business, financial condition and

results of operations. Further, we cannot assure that the approvals, licenses, registrations and

permits issued to us would not be suspended or revoked in the event of non-compliance or

alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory

action. Any failure to renew the approvals that have expired or apply for and obtain the required

approvals, licenses, registrations or permits, or any suspension or revocation of any of the

approvals, licenses, registrations and permits that have been or may be issued to us, may impede

our operations.

B. EXTERNAL RISK FACTORS

1) Any downgrade of India’s sovereign debt rating by an international rating agency could have

a negative impact on the Issuer’s results of operations and financial condition.

Any downgrade of India’s credit rating for domestic and international debt by international

rating agencies may adversely impact on the Issuer’s ability to raise additional financing and

the interest rates and commercial terms on which such additional financing is available. This

could have an adverse effect on the Issuer’s ability to obtain financing to fund its growth on

favourable terms or at all and, as a result, could have a material adverse effect on its results of

operations, financial condition and prospects.

2) Financial instability in other countries may cause increased volatility in Indian financial

markets.

The Indian market and the Indian economy are influenced by economic and market conditions

in other countries, particularly emerging market countries in Asia. Financial turmoil in Europe,

USA and elsewhere in the world in recent years has affected the Indian economy. Although

economic conditions are different in each country, investors’ reactions to developments in one

country can have adverse effects on the securities of companies in other countries, including

India. A loss of investor confidence in the financial systems of other emerging markets may

cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in

general. Any worldwide financial instability could also have a negative impact on the Indian

economy. Financial disruptions may occur again and could harm the Issuer’s business, its future

financial performance.

The global credit and equity markets have experienced substantial dislocations, liquidity

disruptions and market corrections in recent years. Since September 2008, liquidity and credit

concerns and volatility in the global credit and financial markets increased significantly with the

bankruptcy or acquisition of, and government assistance extended to, several major U.S. and

19 | P a g e

European financial institutions. These and other related events, such as the European sovereign

debt crisis, have had a significant impact on the global credit and financial markets as a whole,

including reduced liquidity, greater volatility, widening of credit spreads and a lack of price

transparency in global credit and financial markets.

In response to such developments, legislators and financial regulators in the United States and

other jurisdictions, including India, have implemented a number of policy measures designed to

add stability to the financial markets.

However, the overall impact of these and other legislative and regulatory efforts on the global

financial markets is uncertain, and they may not have the intended stabilising effects. In the

event that the current difficult conditions in the global credit markets continue or if there are any

significant financial disruption, such conditions could have an adverse effect on the Issuer’s

business, future financial performance.

3) A slowdown in economic growth in India could cause the Issuer’s business to suffer.

The Issuer’s performance and growth is dependent on the state of the overall Indian economy.

The Indian economy has shown varying but sustained growth over recent. Any slowdown in the

Indian economy could adversely affect the Issuer’s business and the businesses of the Issuer’s

customers. The Indian economy, which recovered from the global economic crisis of 2008 and

2009 with a period of significant growth, has more recently been adversely affected by

challenging global market and economic conditions that has caused and may continue to cause

a downturn in the rate of economic growth in India. The current economic slowdown has had,

and could continue to have, and any future slowdown in the Indian economy could have, a

material adverse effect on the capital expenditure budgets of the Issuer’s customers and, as a

result, on the Issuer’s financial condition and results of operations.

4) A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the

Indian economy, which could adversely affect the Issuer.

High foreign exchange reserves balance the volatility in exchange rates and provides a

conducive environment to businesses allowing exporters and importers to engage in futures

contracts. The Issuer will benefit from large forex reserves as they can access more liquidity and

there will be increased demand in the Indian economy. Also, the expectation of the currency

and the economy being crisis-proof raises confidence among investors.

A material decline in India’s foreign exchange reserves could result in reduced liquidit, fall in

demand and higher interest rates in the Indian economy which in turn, could adversely affect

the business and future financial performance of the Issuer.

5) The risks to the financial stability of India have increased and could adversely affect the

Issuer’s business.

The risks to financial stability of India have worsened, primarily due to global risks and domestic

macroeconomic conditions. The risks to domestic growth are accentuated by fiscal and external

sector imbalances. The RBI also reported that funding strains coupled with sovereign risks have

led to fears of a precipitous deleveraging process that could hurt global financial markets and

the wider economy through asset sales and contractions in credit. While the direct impact of

such deleveraging is not expected to be significant on the availability of domestic credit in India,

specialised types of financing could be impacted. While the Issuer may make use of such

financings from time to time, Issuer has little or no control over any of these risks or trends and

20 | P a g e

may be unable to anticipate changes in economic conditions. Adverse effects on the Indian

banking system could impact the Issuer’s funding and adversely affect the Issuer’s business,

operations and financial condition and the market price of the Debentures.

India’s trade relationships with other countries can also influence India economic conditions. If

India’s trade deficits increase or become unmanageable, the Indian economy, and therefore the

Issuer’s business, future financial performance and the trading price of the Debentures could be

adversely affected.

6) Depreciation of the Rupee against foreign currencies may have an adverse effect on the

Issuer’s business, financial condition and results of operations.

Issuer may import equipments and may issue Letter of credit or make payments in foreign

currency in near future. Accordingly, depreciation of the Rupee against these currencies will

increase the Rupee cost to the Issuer of servicing and repaying the Issuer’s foreign currency

borrowings. A depreciation of the Rupee would also increase the costs of imports by the Issuer

and may have an adverse impact on the Issuer’s business, financial condition and results of

operation. In addition, the Issuer’s hedging policy and arrangements with respect to its foreign

currency exposure may not, when implemented, fully protect the Issuer from foreign exchange

rate fluctuations.

7) The Issuer is subject to Indian accounting standards that may make evaluating the Issuer’s

financial performance difficult.

The Issuer’s financial statements are in conformity with Indian GAAP, consistently applied

during the periods stated, except as provided in the auditor’s report, and no attempt has been

made to reconcile any of the information given in this Information Memorandum to any other

principles or to base it on any other standards.

8) Companies operating in India are subject to a variety of central and state government taxes

and surcharges.

Taxes and other levies imposed by the central and state governments in India that affect the

Issuer’s tax liability include central and state taxes and other levies, income tax, value added tax,

service tax, stamp duty and other special taxes and surcharges which are introduced on a

temporary or permanent basis from time to time. Moreover, the central and state tax scheme in

India is extensive and subject to change from time to time. For example, a new direct tax code

is proposed to be introduced before the Indian Parliament. In addition, there is a proposal to

introduce a new goods and services tax and the scope of the service tax is proposed to be

enlarged. The central or state governments may in the future increase the corporate income tax

it imposes. Any such future increases or amendments may affect the overall tax efficiency of

companies operating in India and may result in significant additional taxes becoming payable.

Additional tax exposure could adversely affect the Issuer’s business and results of operations.

9) The effects of the new Companies Act, 2013 (the “Companies Act”) are uncertain and could

adversely affect the Issuer’s business.

The Lok Sabha and the Rajya Sabha have passed, and the President of India has given assent to,

the Companies Act. The provisions of the Companies Act are effective on such date as is

appointed by the Government by notification in the official gazette, and different dates may be

appointed for different provisions. As at the date of this Information Memorandum, certain

21 | P a g e

sections and rules framed thereunder of the Companies Act have been notified and made

effective. There is no clarity in relation to the date of implementation of the other provisions of

the Companies Act or notification of any rules thereunder. The consequential effects of

implementation of the provisions of the Companies Act on the Issuer may affect the Issuer’s

business, growth, financial performance, results of operations, prospects and the trading price

of the Debentures.

10) Any legal and regulatory changes in the future could have a negative impact on the Issuer’s

results of operations and financial condition.

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

statements or policy changes by any regulator, as well as any future government policies and

changes in laws and regulations in India or other countries where the Issuer has a significant

presence may adversely affect the Debentures, and restrict the Issuer’s ability to do business in

its target markets. The timing and content of any new law or regulation is not within the Issuer’s

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

adverse effect on its business, results of operations and financial condition.

Further, the SEBI, the BSE, other recognized stock exchanges where the Issuer may decide to

get the Debentures listed after giving prior notification to the Debenture Trustee or other

regulatory authorities may require clarifications on this Information Memorandum, which may

cause a delay in the issuance of Debentures or may result in the Debentures being materially

affected or even rejected.

11) Natural calamities could have a negative impact on the Indian economy and may cause

Issuer’s business to suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the

past few years. The extent and severity of these natural disasters determines their impact on the

Indian economy. For example, as a result of drought conditions in the country during fiscal year

2014-15, the agricultural sector recorded negative growth for that period. The erratic progress

of the monsoon in 2018 affected sowing operations for certain crops. Further prolonged spells

of below normal rainfall or other natural calamities could have a negative impact on the Indian

economy, thus adversely affecting the Issuer’s business and results of operations.

12) Terrorist attacks, civil unrest and other acts of violence or war involving India and other

countries could adversely affect the financial markets and could have a material adverse

effect on the business, financial condition and result of operations of the Issuer.

Terrorist attacks and other acts of violence or war may negatively affect the Indian markets in

which the Issuer’s securities trade and also adversely affect the worldwide financial markets.

These acts may also result in a loss of business confidence, make travel and other services more

difficult and eventually adversely affect the Issuer’s business. Any deterioration in relations

between India and its neighboring countries may result in actual or perceived regional instability.

Events of this nature in the future could have a material adverse effect on the Issuer’s ability to

develop its operations. As a result, the business prospects, result of operations and financial

condition of the Issuer could be adversely affected by any such events.

13) An outbreak of an infectious disease or any other serious public health concerns in Asia or

elsewhere could have a material adverse effect on the business, financial condition and result

of operations of the Issuer.

22 | P a g e

The outbreak of an infectious disease in Asia or elsewhere or any other serious public health

concern such as swine influenza around the world could have a negative impact on economies,

financial markets and business activities worldwide, which could have a material adverse effect

on the business, financial condition and result of operations of the Issuer. A future outbreak of

an infectious disease among humans or animals (if any) or any other serious public health

concern may have an adverse effect on the business, financial condition and result of operations

of the Issuer.

14) Acts of violence could adversely affect the financial markets, which may result in loss of

customer confidence and may adversely affect the business, result of operations, financial

condition and cash flows of the Issuer.

Certain events that are beyond the Issuer’s control, including terrorist attacks and other acts of

violence or war, may adversely affect worldwide financial markets and could potentially lead to

economic recession or loss of investor confidence, which could adversely affect the business,

result of operations, financial condition and cash flows, and more generally, any of these events

could lower confidence in India’s economy. Southern Asia has, from time to time, experienced

instances of civil unrest and political tensions and hostilities among neighboring countries.

Further, if India were to become engaged in armed hostilities, particularly hostilities that were

protracted or involved the threat or use of nuclear weapons, business conditions in India and

consequently, the business and result of operations of the Issuer could be adversely affected.

15) The business and activities of the Issuer may be regulated by the Competition Act.

The Competition Act seeks to prevent business practices that have a material adverse effect on

competition in India. Under the Competition Act, any arrangement, understanding or action in

concert between enterprises, whether formal or informal, which causes or is likely to cause a

material adverse effect on competition in India is void and attracts substantial monetary

penalties. Any agreement that directly or indirectly determines purchase or sale prices, limits or

controls production, shares the market by way of geographical area, market, or number of

customers in the market is presumed to have a material adverse effect on competition. Provisions

of the Competition Act relating to the regulation of certain acquisitions, mergers or

amalgamations which have a material adverse effect on competition and regulations with respect

to notification requirements for such combinations came into force on June 1, 2011. The effect

of the Competition Act on the business environment in India is unclear. If the Issuer is affected,

directly or indirectly, by the application or interpretation of any provision of the Competition

Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be

generated due to scrutiny or prosecution by the CCI, it may have a material adverse effect on its

business prospects, results of operations and financial condition.

C. RISKS RELATING TO THE DEBENTURES

1) The Issuer may not be able to maintain adequate DRR for the Debentures

Section 71 of the Companies Act read with Rule 18(7) of the Companies (Share Capital and

Debentures) Rules, 2014 stipulates that where a company issues debentures, it must create a

DRR for the redemption of such debentures, to which adequate amounts shall be credited, from

out of its profits every year available for the payment of dividend until such debentures are

redeemed. The adequacy of DRR is defined at 50 % of the value of debentures issued through

private placement route.

23 | P a g e

In case the Issuer is unable to generate any profit, it may not be able to provide for the DRR

even to the extent of the stipulated 50 %.

2) Any downgrading in credit rating of the Debentures may affect the value of the Debentures.

The Debentures have been rated “Provisional CRISIL AA-(SO)/Stable^” by CRISIL, the Credit

Rating Agency. The Issuer cannot guarantee that the ratings on the Debentures will not be

downgraded. A downgrade in the credit ratings may lower the value of the Debentures.

3) Change of law

The conditions of the Debentures are based on laws in effect as at the date of this Information

Memorandum. No assurance can be given as to the impact of any possible judicial decision or

change to relevant law (both prospectively as well as retrospectively) or administrative practice

after the date of this Information Memorandum.

4) The Debentures will be effectively subordinated to all of the Issuer’s secured debt.

The Debentures are general unsubordinated, unsecured obligations of the Issuer that will be

effectively subordinated to all of the Issuer’s secured indebtedness to the extent of the value of

the assets securing the indebtedness. In the event of bankruptcy, liquidation, reorganisation or

other winding up, the Issuer’s assets that secure its secured indebtedness will be available to pay

obligations on the Debentures only after all secured indebtedness, together with accrued interest,

has been repaid. If the Issuer is unable to repay its secured indebtedness, the lenders could

foreclose on substantially all of its assets which serve as collateral. In this event, the secured

lenders would be entitled to be repaid in full from the proceeds of the liquidation of those assets

before those assets would be available for distribution to other creditors, including holders of

the Debentures. Holders of the Debentures will participate in the proceeds of the liquidation of

the Issuer’s remaining assets ratably with holders of its unsecured indebtedness that is deemed

to be of the same class as the Debentures, and potentially with all of the Issuer’s other general

creditors.

5) Debenture holders’ right to receive payments is junior to certain tax and other liabilities

preferred by law.

The Debentures are unsecured obligations of the Issuer and will rank subordinated to certain

liabilities preferred by law such as to claims of the Government on account of taxes and certain

liabilities incurred in the ordinary course of the Issuer’s business. In particular, in the event of

bankruptcy, liquidation or winding-up, the Issuer’s assets will be available to pay obligations

on the Debentures only after all of the above liabilities that rank senior to these Debentures have

been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient

assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the

Debentures.

6) There has been limited trading in the debentures of such nature and the price of the

Debentures may be volatile and subject to fluctuations

The Issuer intends to list the Debentures on the WDM segment of the BSE and such other

recognized stock exchanges that the Issuer may deem fit after giving prior notification to the

Debenture Trustee. There has been only a limited trading in debentures of such nature in the

24 | P a g e

past. Although the Debentures shall be listed on WDM segment of BSE, there can be no

assurance that a market for these Debentures would be available on a sustained basis. The

liquidity and market prices of the Debentures can be expected to vary with changes in market

and economic conditions, the Issuer’s financial condition and prospects and other factors that

generally influence market price of Debentures. Such fluctuations may significantly affect the

liquidity and market price of the Debentures, which may trade at a discount to the price at which

the Debentures are being issued.

Further, the price of the Debentures may fluctuate after this Issue due to a wide variety of factors,

including: (a) changes in the prevailing interest rate; (b) volatility in the Indian and global

securities markets; (c) the Issuer’s operational performance, financial results and ability to

expand its business; (d) developments in India’s economic liberalization and deregulation

policies, particularly in the port sector; (e) changes in India’s laws and regulations impacting

the Issuer’s business; (f) the entrance of new competitors and their positions in the market; and

(g) announcements by the Issuer of its financial results.

There is no assurance that an active trading market for the Debentures can be sustained after this

Issue, or that the price at which the Debentures are initially offered would correspond to the

prices at which they would be traded in the market subsequent to the Issue.

7) The Debenture holder(s) may not be able to recover, on a timely basis or at all, the full value

of the outstanding amounts and/or the Interest accrued thereon in connection with the

Debentures.

The Issuer’s ability to pay Interest accrued on the Debentures and/or the principal amount

outstanding from time to time in connection therewith would be subject to various factors,

including its financial condition, profitability and the general economic conditions in India and

in the global financial markets. There is no assurance that the Issuer will repay the principal

amount outstanding from time to time on the Debentures and/or the Interest accrued thereon in

a timely manner, or at all.

8) There is no assurance that the Debentures issued pursuant to this Issue will be listed on the

BSE in a timely manner, or at all.

In accordance with Indian law and practice, permissions for listing and trading of the Debentures

issued pursuant to this Issue will not be granted until after the Debentures have been issued and

allotted. Approval for listing and trading will require all relevant documents authorising the

issuing of Debentures to be submitted. While the Issuer will use its best efforts to ensure that all

steps for completion of the necessary formalities for allotment, listing and commencement of

trading at BSE are taken within 15 days of the Issue Closing Date, there can be no assurance

that the same will be completed in a timely manner. There could be a failure or delay in listing

the Debentures on the BSE. There is assurance that the monies refundable to the Applicant, due

to (a) withdrawal of Applications, (b) withdrawal of the Issue, or (c) failure to obtain the final

approval from BSE for listing of the Debentures, will be refunded in a timely manner.

If permission to list the Debentures is not granted by the BSE, the Issuer will forthwith repay,

without Interest, all monies received from the Applicants in accordance with all laws, and

pursuant to this Information Memorandum.

9) Changes in interest rates may affect the trading price of the Debentures.

25 | P a g e

All securities with a fixed rate of interest such as the Debentures are subject to price risk. The

price of such securities will vary inversely with changes in prevailing interest rates, so, when

interest rates rise, prices of fixed income securities fall and when interest rates fall, the prices

increase. The extent of fall or rise in the prices is a function of the existing interest rate, days to

maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of

interest, which frequently accompany inflation and/or a growing economy, are likely to have a

negative effect on the trading price of the Debentures.

10) Debentures may not be a suitable investment for all Investors.

Each potential Investor must determine the suitability of its investment in light of its own

circumstances. In particular, each potential Investor should: (a) have sufficient knowledge and

experience to make a meaningful evaluation of the Debentures, the merits and risks of investing

in the Debentures and the information contained or incorporated by reference in this Information

Memorandum; (b) have access to, and knowledge of, appropriate analytical tools to evaluate, in

the context of its particular financial situation, an investment in the Debentures and the impact

such investment will have on its overall investment portfolio; (c) have sufficient financial

resources and liquidity to bear all of the risks of an investment in the Debentures; (d) understand

thoroughly the terms of the Debentures; and (e) be able to evaluate (either alone or with the help

of a financial adviser) possible scenarios for economic, interest rate and other factors that may

affect its investment and its ability to bear the applicable risks.

11) Decisions may be made on behalf of all Debenture holders that may be adverse to the interests

of an individual Debenture holder.

The Debenture Trust Deed contains provisions for calling meetings of Debenture holders to

consider matters affecting their interests generally. These provisions permit defined majorities

to bind all Debenture holders, including Debenture holders who did not attend and vote at the

relevant meeting and Debenture holders who voted in a manner contrary to the majority.

12) Third party statistical and financial data in this Information Memorandum may be

incomplete or unreliable.

This Information Memorandum includes information on the Republic of India, the Indian

economy and the industry in which the Issuer operates, taken from third parties, which the Issuer

believes is reliable. However, the information taken from third parties and included in this

Information Memorandum may be inaccurate and outdated, and the Issuer makes no

representation or warranty, express or implied, as to the accuracy or completeness of this

information. Statements from third parties that involve estimates are subject to change, and

actual amounts may differ materially from those included in this Information Memorandum.

The Issuer also cannot provide any assurance that the third parties have used correct or sound

methodology to prepare the information included in this Information Memorandum.

26 | P a g e

SECTION IV: DISCLOSURE REQUIREMENTS

General Information:

A. Name, address, website and other contact details of the Company, indicating both

registered office and the corporate office:

Issuer/ Company: Ashoka Concessions Limited

Registered Office: S. No. 113/2, 5th Floor, Ashoka Business Enclave,


Corporate Office: S. No. 861, Ashoka House, Ashoka Marg, Vadala, Nasik - 422 011

Telephone No.: +91 253 6638705

Website: www.ashokaconcessions.com

Fax: +91 253 2236704

Contact Person: Ms. Pooja A. Lopes

Mobile No: +91 7774071069


Changes in the Registered Office:

Date Previous Address

01.06.2017 Ashoka House, Ashoka Marg,

Nashik – 422 011

B. Date of incorporation of the Company: April 05, 2011

Income-Tax Registration:

PAN : AAJCA4484C

C. Business carried on by the Company and its subsidiaries with the details of branches or

units, if any:

Please refer Page 39 and Annexure K below.

D. Brief particulars of the management of the Company:

Please refer below.

E. Name, address, DIN and occupations of the directors:

Name, Father’s Name,

Designation, Address,

Occupation, Nationality

Term and DIN

Director of

the Company

since

Age

(in

years)

Other

Directorships/Partnerships

Name: Satish D. Parakh

Father’s name:

Dhondulal R. Parakh

Designation: Chairman

Address: 2&3, Aditya,

Behind Aditya Petrol

April 05,

2011

60

1. Ashoka Promoters Pvt. Ltd.

2. Ashoka Premises Pvt. Ltd.;

3. Ashoka Nirmiti Pvt. Ltd.;

4. Ashoka Concessions Ltd.;

5. Ashoka-DSC Katni Bypass

Road Limited;

6. GVR Ashoka Chennai ORR

27 | P a g e




Term and DIN

Director of

the Company

since

Age

(in

years)

Other


Pump, Gangapur Road,

Nashik- 422 013.

Occupation: Business

Nationality: India

Term: N. A.

DIN: 00112324

Limited;

7. Ashoka Industrial Park Private

Limited;

8. Ashoka Kharar Ludhiana Road

Limited;

9. Shree Sainath Land &

Development (India) Private

Limited;

10. Indo Global Warehousing &

Services Pvt. Limited;

11. Urjayant Estate Pvt. Limited;

12. Ashoka Vanrai Developments

Pvt. Limited;

13. Blue Feather Infotech Private

Limited;

14. Ashoka Universal Academy

Pvt. Ltd.

Name: Ashish A. Kataria

Father’s name: Ashok M.

Katariya

Designation: Managing

Director

Address: Anshuman,

Sahadeo Nagar, Gangapur

Road, Nashik- 422 013.

Occupation: Business

Nationality: India

Term: N. A.

DIN: 00580763

April 05,

2011

42

1. Unison Enviro Private Limited

2. Ashoka Infraways Limited

3. Karda Buildcon Private

Limited

4. Ashoka Builders (Nasik)

Private Limited

5. Ashoka Concessions Limited

6. Ashoka Highways (Bhandara)

Limited

7. Ashoka Sambalpur Baragarh

Tollwaylimited

8. Ashoka Belgaum Dharwad

Tollway Limited

9. Ashoka Ranastalam

Anandapuram Roadlimited

10. Ashoka Highways (Durg)

Limited

Name: Paresh C. Mehta

Father’s name:

Chatursinha Mehta

Designation: Director

Address: Flat No. 5,

Anandvan Colony, Arun

March 12,

2012 56

1. Unison Enviro Private Limit

2. Abhijeet Ashoka Infrastructure

Private Limited


4. Ashoka GVR Mudhol Nipani

Roads Limited

5. Ashoka Bagewadi Saundatti

Road Limited

6. Ashoka Infrastructure Limited

28 | P a g e




Term and DIN

Director of

the Company

since

Age

(in

years)

Other


Prabha Residency, College

Road, Nasik - 422 005.

Occupation: Service

Nationality: India

Term: N. A.

DIN: 03474498

7. Jaora - Nayagaon Toll Road

Company Private Limited

8. GVR Ashoka Chennai Orr

Limited

9. Ashoka Hungund Talikot Road

Limited

Name: Gyan Chand Daga

Father’s name:Sajjan Raj

Daga

Designation: Nominee of

ABL Board Independent

Directors as per LODR

Address: F-2301, Oberoi

Splendor JVLR, Andheri

(E), Mumbai - 400 060

Occupation: Service

Nationality: India

Term: N. A.

DIN: 00101534

April 30,

2014

67

1. Ashoka Buildcon Limited

2. Viraj Profiles Limited

3. Viva Highways Limited


5. Jaora - Nayagaon Toll Road

Company Private Limited

Name: Rajendra Lalchand

Singhvi

Father’s name: Lalchand

Singhvi

Designation: Independent

Director

Address: 901, Marathon

Omega, Senapati Bapat

Marg, Lower Parel,

Mumbai- 400 013

Occupation: Service

Nationality: India

March 31,

2015 67

1. Unison Enviro Private Limited


3. Ashoka Highways (Bhandara)

Limited

4. Ashoka Highways (Durg)

Limited

29 | P a g e




Term and DIN

Director of

the Company

since

Age

(in

years)

Other


Term: 5 years from

31.03.2015

DIN: 00037069

Name: Sharadchandra D.

Abhyankar

Father’s name: Damodar

Abhyankar

Designation: Independent

Director

Address: 303, Marvel

Residency, 3rd Floor,

Nanda Patkar Road, Vile

Parle (E), Mumbai-400

057.

Occupation: Service

Nationality: India

Term: 5 years from

31.03.2015

DIN: 00108866

March 31,

2015

53

1. Ashoka Buildcon Limited

2. ABM Knowledgeware

Limited

3. Centaur Pharmaceuticals

Private Limited


F. Details of change in Directors since last three years

Following changes took place during the preceding period of three years

Sr.

No.

Name of the Director Designation Remark

1. Ms. Nandini Rodricks Nominee Director Resigned w.e.f. June

26, 2018

2. Mr. Suresh Goyal Nominee Director Resigned w.e.f.

September 23, 2018

G. Management’s perception of risk factors:

Please refer to Section III above.

H. Details of default, if any, including the amounts involved, duration of default, and present

status, in repayment of:

(i) Statutory Dues: N.A.

(ii) Debentures and interest thereon: N.A.

(iii) Deposits and interest thereon: N.A

30 | P a g e

(iv) Loans from banks and financial institutions and interest thereon: N.A

I. Name, designation, address and phone number, email ID of the nodal/ compliance officer

of the Company and persons connected, in the Issue:

Name: Ms. Pooja A. Lopes

Designation: Company Secretary

Address: 807, 8th Floor, The Capital, Plot No. C-70, G Block,

Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Tel: 022-67399700

Fax: 0253-2236704


Chief Financial Officer of the Issuer:

Name: Mr. Ravindra M. Vijayvargiya

Address: S. No. 113/2, 5th Floor, Ashoka Business Enclave,



Tel: 0253-6633705

Fax: 0253-2236704

Registrar to the Issue:

Name: Link Intime India Private Limited

Address: C 101, 247 Park, LBS Marg, Vikhroli (W), Mumbai – 400 083

Contact Person: Mr. Ganesh Jadhav, Asst. Vice President

Tele: +91(22) 49186000


Website: www.linkintime.co.in

The Investors can contact the Registrar to the Issue in case of any pre-issue/ post-issue related

problems such as non-receipt of demat credit, refund orders or interest on Application Money.

Debenture Trustee:

Name: Catalyst Trusteeship Limited (Formerly GDA Trusteeship Ltd.)

Address: Windsor, 6th floor, Office No.604, C.S.T Road, Kalina, Santacruz

(East) Mumbai 400098

Contact Person: Mr. Sameer Trikha

Tel: 011- 43029101

Fax: 022- 49220505


Website: www.catalysttrustee.com

The Debenture Trustee has given its consent to act as debenture trustee to the Issue and for their

name being inserted in this Information Memorandum and in all subsequent periodical

communications sent to the Investors.

Statutory Auditors of the Issuer:

Name: SRBC & Co., LLP, Chartered Accountants

31 | P a g e

Address: 14th Floor, The Ruby, 29, Senapati Bapat Marg, Dadar (W),

Mumbai – 400 028

Contact Person: Mr. Suresh Yadav Tel: 022-61920000

Fax: 022-61921000 Email: [email protected] FRN 324982E/E300003

Statutory auditor of the Issuer since FY2014-15

There were no changes in the statutory auditors of the Issuer since last three years.

Credit Rating Agencies:

Name: CRISIL Limited (formerly Credit Rating Information Services of India

Limited)

Address: CRISIL House, Central Avenue, Hiranandani Business Park, Powai,

Mumbai-400076, India

Contact Person: Ms. Priyanka Patawari

Tel: +91 (22) 3342 3449

Fax: N.A.


Website: www.crisil.com

Credit Ratings

By its letter dated August 29, 2019 CRISIL, has assigned a rating of “Provisional CRISIL AA-

(SO)/Stable^” to this issue of NCDs by the Issuer to the extent of Rs 1,50,00,00,000/- (Rupees

one hundred and fifty crores only).

Kindly note that the above ratings are not a recommendation to buy, sell or hold the NCDs and

subscribers should take their own independent decisions. The ratings may be subject to revision

at any time by the rating agency and the rating agency has a right to suspend the rating(s) at any

time on the basis of new information, etc.

mailto:[email protected]

32 | P a g e

Particulars of the Offer:

Date of passing of Board

Resolution

August 8, 2019

Date of passing of resolution in

general meeting, authorizing the

offer of securities;

August 2, 2019

Kinds of securities offered (i.e.

whether share or debenture) and

class of security; the total number

of shares or other securities to be

issued

Senior, unsecured, Rated, Listed, Redeemable, Non-Convertible

Debentures

Price at which the security is

being offered, including premium

if any, along with justification of

the price

Rs.10,00,000/- (Rupees ten lakhs only) per Debenture

Name and address of the valuer

who performed valuation of the

security offered, and basis on

which the price has been arrived

at along with report of the

registered valuer

N.A.

Relevant date with reference to

which the price has been arrived

at

N.A.

Class or classes of persons to

whom the allotment is proposed to

be made

The following categories of investors together constitute

“Eligible Investors”:

• Scheduled commercial banks in India;

• NBFCs and RNBCs registered with the RBI;

• Indian companies and other bodies corporate;

• Rural regional banks in India;

• Insurance companies registered with IRDA;

• Financial institutions, including All India Financial

Institutions;

• Housing finance companies registered with the National

Housing Board;

• Provident Funds, Gratuity, Superannuation and Pension

Funds, subject to their Investment guidelines;

• Mutual Funds (acting through asset management companies

and trustee companies);

• FIIs;

• QFIs; and

• FPIs.

33 | P a g e

• in each case, in accordance with the Applicable Law

Only the Eligible Investors, when specifically approached, are

eligible to apply for the Debentures.

Proposed time within which the

allotment shall be completed

The allotment of Debentures is proposed to be completed on the

Deemed Date of Allotment.

Change in control, if any, in the

Company that would occur

consequent to the private

placement

N.A.

Number of persons to whom

allotment on preferential basis/

private placement/ rights issue has

already been made during the

year, in terms of number of

securities as well as price

N.A.

Justification for the allotment

proposed to be made for

consideration other than cash

together with valuation report of

the registered valuer

N.A.

Amount which the Company

intends to raise by way of

securities

Up to Rs. 1,50,00,00,000/- (Rupees one hundred and fifty Crores

only)

Terms of raising of securities:

Details Particulars

Issue Amount

(INR)

INR 150,00,00,000/-

Number of

Debentures

1500

Face Value of

Debentures (INR)

10,00,000/-

Redemption Date 2 (two) years 7 (seven)

months and 21 (twenty-one)

days from the Deemed Date

of Allotment i.e., on April

25, 2022.

Interest Rate per

annum (payable

on the Initial

Interest Payment

Date and

thereafter

annually on the

subsequent

Interest Payment

Dates)

10.45% or any Revised

Interest Rate payable

pursuant to the Interest

Reset Process or any revised

interest rate payable in

terms of the Transaction

Documents

Redemption At par except in case of

Early Redemption

Tenor 2 (two) years 7 (seven)

months and 21 (twenty-one)

34 | P a g e

days from the Deemed Date

of Allotment

Mode of Payment/ repayment Real Time Gross Settlement/ National Electronic Fund Transfer/

cheque/ demand draft

Proposed time schedule for which

the private placement offer cum

application is valid

The private placement offer cum application shall be valid from

Issue Opening Date i.e. September 04, 2019 till Issue Closing

Date i.e. September 04, 2019.

Purpose and objects of the offer For refinancing of existing debt, capital expenditure, long-term

working capital and for the ordinary course of business

operations.

The funds will be used for purposes permitted by RBI for bank

finance. The Issuer undertakes not to use proceeds for investment

in any capital market, real estate, on lending, speculative

purposes and other activities not permitted by RBI for bank

finance.

Contribution being made by the

promoters or directors either as

part of the offer or separately in

furtherance of the object

Nil

Principle terms of assets charged

as security, if applicable N.A.

The details of significant and

material orders passed by the

Regulators, Courts and Tribunals

impacting the going concern

status of the Company and its

future operations

N.A.

J. Any default in Annual filing of the Company under the Companies Act, 2013 or the rules

made thereunder:

No default in annual filing till Financial Year 2018-19.

35 | P a g e

Brief History of the Issuer since its Incorporation

History of the Company

The Issuer is an unlisted public limited company and is a subsidiary of the Promoter which is a

listed entity. The Issuer was set up in April 05, 2011 as a subsidiary of the Promoter, which

transferred seven BOT projects to the former. SBI Macquarie infused Rs 800 crore through a

stake dilution of 34% in the Issuer, which acts as an exclusive BOT project developer for both

the Promoter and SBI Macquarie.

The pre-issue and post-issue shareholding pattern of the Company as on 30 June, 2019:

Sl.

No.

Category Pre-issue Post-issue

No. of Shares

held

% of

share

holding

No of shares

held

% of

shareholding

A Promoters holding

1 Indian

Individual - - - -

Bodies corporate 660,000 66.00 660,000 66.00

Sub-total 660,000 66.00 660,000 66.00

2 Foreign promoters - - - -

Sub-total (A) - - - -

B Non-promoters

holding

1 Institutional

investors

244,800 24.48 244,800 24.48

Non-Institutional

investors

- - - -

2 Non- promoters

holding

- - - -

Private corporate

bodies

- - - -

Directors and

relatives

- - - -

Indian public - - - -

Mutual Funds - - - -

others [including

non-resident Indians

(NRIs)]

95,200 9.52 95,200 9.52

Sub-total (B) 340,000 34.00 340,000 34.00

GRAND TOTAL 10,00,000 100.00 10,00,000 100.00

Disclosure with regard to interest of directors, litigation, etc:

Any financial or

other material

interest of the

directors, promoters

None of the directors, Promoters or key managerial personnel have

any financial or other material interest in the Issue.

36 | P a g e

or key managerial

personnel in the

Issue and the effect

of such interest in so

far as it is different

from the interests of

other persons

Details of any

litigation or legal

action pending or

taken by any

Ministry or

Department of the

Government or a

statutory authority

against any

Promoter of the

Company during the

last 3 (Three) years

immediately

preceding the year of

the issue of the offer

letter and any

direction issued by

such Ministry or

Department or

statutory authority

upon conclusion of

such litigation or

legal action shall be

disclosed

Please refer to Annexure G below.

Remuneration of

directors (during the

current year and last

3 (Three) financial

years) as approved

by the Shareholders

from time to time.

Name of Director

Current

Year

(Rs.

Lakhs)

FY

2018 -

19

FY

2017 -

18

FY

2016 -

17

Mr. Ashish A.

Kataria*

144.00 120.00 95.42 82.97

*Only one director of the Issuer i.e., Mr. Ashish A. Kataria, Managing

Director is paid remuneration.

Related party

transactions entered

during the last 3

(Three) financial

years immediately


circulation of offer

letter including with

regard to loans made

or, guarantees given

or securities

provided

Please refer Annexure H below.

37 | P a g e

Summary of

reservations or

qualifications or

adverse remarks of

auditors in the last 5

(Five) financial

years immediately


issue of offer letter

and of their impact

on the financial

statements and

financial position of

the Company and the

corrective steps

taken and proposed

to be taken by the

Company for each of

the said reservations

or qualifications or

adverse remark

Please refer Annexure B below.

Details of any

inquiry, inspections

or investigations

initiated or

conducted under the

Companies Act,

2013 or any previous

company law in the

last 3 (Three) years

immediately


issue of private

placement offer cum

application letter in

case of the Company

and all of its

subsidiaries. Also if

there were any were

any prosecutions

filed (whether

pending or not) fines

imposed,

compounding of

offences in the last 3

(Three) years

immediately


offer letter and if so,

section-wise details

thereof for the

Company and all of

its subsidiaries

Please refer to Annexure G below.

38 | P a g e

Details of acts of

material frauds

committed against

the Company in the

last 3 (Three) years,

if any, and if so, the

action taken by the

Company

N.A.

Financial Position of the Company:

The capital structure of the company in the following manner in a tabular form:

The authorised, issued, subscribed and

paid up capital (number of securities,

description and aggregate nominal value)

Share Capital Rs.

Authorised (Consisting

of 1,80,00,000 Equity

Shares of Rs. 10 each)

18,00,00,000

Issued Subscribed and

fully paid – up

(Consisting of

10,00,000 Equity

Shares of Rs. 10 each)

1,00,00,000

Size of the Present Issue of NCDs Up to Rs. 1,50,00,00,000/- (Rupees one

hundred and fifty crores only)

Paid-up Capital:

(i) After the offer:

(ii) After the conversion of

Convertible Instruments (if

applicable)

Rs. 1,00,00,000

N.A.

Share Premium Account:

(i) Before the offer:

(ii) After the offer:

Rs.1,74,482.71 Lakhs

Rs.1,74,482.71 Lakhs

Details of the existing share capital of the Issuer:

Date of

Allotment

No. of

Equity

Shares

Allotte

d

Face

Valu

e

(Rs.)

Issue

price

per

Equit

y

Share

(Rs.)

Consider

ation

Reason for

allotment

Cumulati

ve

Number

of Equity

Shares

Cumulati

ve Paid-

up

Equity

Share

Capital

(Rs.)

Cumul

ative

Share

Premi

um(1)

(Rs.)

28.07.11 10000 10 10 100000 Subscribers 10000 100000 -

10.04.12 40000 10 10 400000 Allotment 50000 500000 -

07.05.12 950000 10 10 9500000 Allotment 1000000 10000000 -

Details of allotments made by the

Company in the last 1 (one) year preceding

the date of the offer letter for Consideration

other than cash

N. A

39 | P a g e

Profits of the Company, before and after

making provision for tax, for the 3 (Three)

financial years immediately preceding the

date of circulation of offer letter

Rs. in Lakhs

Partic

ulars

2018-19 2017-18 2016-17

PBT (6694.87) 1148.92 5438.54

PAT (7386.63) 115514 5115.74

Dividends declared by the Company in

respect of the said 3 (Three) financial

years; interest coverage ratio for last 3

(Three) years (cash profit after tax plus

interest paid/interest paid)

Partic

ulars

2018-19 2017-18 2016-

17

Divid

end

Nil

Nil

Nil

Intere

st

Cover

age

(1.42) (0.73) 16.82

A summary of the financial position of the

Company as in the 3 (Three) audited

balance sheets immediately preceding the


Please refer to Annexure B below.

Audited Cash Flow Statement for the 3

(Three) years immediately preceding the


Please refer to Annexure B below.

Any change in accounting policies during

the last 3 (Three) years and their effect on

the profits and the reserves of the Company

Please refer to Annexure J below.

Brief summary of the business/ activities of the Issuer and its line of business:

(i) Business Overview

Business overview of the Issuer:

The Issuer is an unlisted public limited company and is a subsidiary of the Promoter

which is a listed entity.

The Issuer is the primary holding company for various subsidiaries of the Ashoka group

that are engaged in designing, building, operation and maintenance of various highway

projects across the country. The Issuer also undertakes the toll collection projects and

management of toll plazas which are awarded by NHAI on an annual basis.

The Promoter holds 66% (sixty-six percent) and Macquarie SBI Infrastructure Fund

(MSIF) and SBI Macquarie Investment Trust (SMIT) collectively referred to as

“Macquarie SBI” hold 34% (thirty-four percent), of the share capital of Issuer.

The Promoter is one of the leading highway developers in India. The Issuer is an

integrated EPC and BOT player. Besides construction of highways and bridges, the

Promoter is also engaged in power transmission and distribution on EPC basis.

Established in 2009, Macquarie SBI is c. USD 900 mn India focused infrastructure fund.

It is managed by Macquarie’s infrastructure and real estate management business. Key

investments of Macquarie SBI include: Issuer, GMR Airports, MB Power, Soham

Renewable Energy, Trichy Tollway, Jadcherla Expressway and Adhunik Power.

40 | P a g e

The Issuer has high quality geographically diversified portfolio stretching over 7

operating BOT (6 toll, 1 annuity) assets and 8 under construction HAM assets. The list

of SPVs holding these assets is as follows:

Company Name

Ashoka Highways (Bhandara) Ltd

Ashoka Highways (Durg) Ltd

Ashoka Belgaum Dharwad Tollway Ltd

Ashoka Sambalpur Baragarh Tollway Ltd

Ashoka Dhankuni Kharagpur Tollway Ltd

Jaora - Nayagaon Toll Road Company Pvt Ltd

GVR Ashoka Chennai ORR Ltd

Ashoka Kharar Ludhiana Road Ltd

Ashoka Ranatsalam Anandpuram Road Ltd

Ashoka Ankleshwar Manubar Expressway Pvt Ltd

Ashoka Khairatunda Barwa Adda Road Ltd

Ashoka Belgaum Khanapur Road Pvt Ltd

Ashoka Mallasandra Karadi Road Pvt Ltd

Ashoka Karadi Banwara Road Pvt Ltd

Ashoka Bettadahalli Shivamogga Road Pvt Ltd.

Business overview of the Guarantor/ Promoter:

The Guarantor builds and operates roads and bridges in India on a build, operate and

transfer (“BOT”) basis. In addition, to BOT projects, the Guarantor also (1) engineers

and designs, procures the raw materials and equipment for and construct roads, bridges,

distribution transformers, electricity substations, commercial buildings, industrial

buildings and institutional buildings for third parties as well as perform maintenance for

third parties, (2) manufactures and sells ready-mix concrete (“RMC”), bitumen and pre-

cast concrete poles. Our business is organised into three divisions:

• the BOT division;

• the engineering, procurement and construction (“EPC”) division; and

• the RMC and bitumen division.

The Guarantor’s head office is in Nashik, Maharashtra and its operations currently reach

across the states of Maharashtra, Madhya Pradesh, Chhattisgarh, Rajasthan, Karnataka,

Tamil Nadu and Orissa. In the past, we have also undertaken work in Gujarat, Goa,

Uttaranchal, the National Capital Territory of Delhi and the union territories of Dadra

and Nagar Haveli and Daman and Diu. The Guarantor continues its focus on newer,

innovative construction practices as well as ensuring high quality in its entire works. In

this regard, the Issuer has been certified as ISO 14064.1 as a GHG compliant Company.

The Guarantor is one of India’s early entrants into BOT road projects and currently has

one of the largest portfolios of BOT projects in India with 36 projects. The group’s

portfolio has a good mix of operational and under-construction projects. Of the 36

projects, 14 are currently operational, 10 are under construction and 12 projects have

been handed over to the Authorities. The group has constructed about 10,100 lane

41 | P a g e

kilometres so far and its current road EPC order book stands at Rs 10,782.6 Cr as on

June 2018.

The Guarantor is listed on the BSE/NSE and has a market capitalisation of Rs. 3,218.49

Cr. as on 18-Sep-2018. The credit rating of the company as on Sep-2018 is CRISIL AA-

/A1+ & Acuite AA / A1+.

The Issuer has been formed to hold ABL’s BOT/Annuity projects. The Guarantor

currently holds 66% in the subsidiary (Issuer) and the balance is owned by SBI

Macquarie which invested Rs. 800.00 Cr. from FY2012-13 to 2014-15in various

tranches. The Guarantor is primarily a holding company for BOT road projects of the

Group.

The Guarantor has ventured in city gas distribution business and had been awarded its

first project in August 2016 for grant of authorization for laying, building, operating or

expanding the city gas distribution (CGD) network in the authorized area of Ratnagiri

District in the State of Maharashtra from Petroleum and Natural Gas Regulatory Board

(PNGRB). The authorization grants 25 years of network exclusivity and 5 years of

marketing exclusivity. The Guarantor has incorporated a subsidiary for execution of the

CGD project. Currently the said subsidiary operates 2 CNG dispensing station in

Ratnagiri.

Further the said subsidiary has been awarded two more geographical areas in September

2018, under the 9th round of CGD bidding conducted by PNGRB, for Chitradurga &

Davenegere in the State of Karnataka and Latur & Osmanabad in the State of

Maharashtra. The authorization grants 25 years of network exclusivity and 8 years of

marketing exclusivity to develop the CGD infrastructure.

Human Resources Development

The Guarantor believes that its continued success will depend on the ability to attract

and retain key personnel with relevant skills and experience. Despite the current

scenario, the attrition rate among the Guarantor’s top management has been negligible.

The Guarantor has robust process of human resource development. Presently, the

Guarantor has about 3,600 employees at various levels. The Guarantor has a well drawn

out human resource policy and an encouraging working environment in place. As one

of the steps towards employees’ participation in the management, the Guarantor has

Employees Stock Options Scheme (ESOPS) in place. The Guarantor has continued to

focus on various aspects like employee training, welfare and safety thereby maintaining

a constructive relationship within staff members.

(ii) Corporate Structure

The Board of the Issuer includes:

Satish Parakh, Chairman – a Civil Engineer with more than 35 years of experience. He

is a part of the Ashoka Group since 1982. He is the recipient of “Industry Doyen” award

from CIDC in 2015 and is a Member of Maharashtra Economic Development Council.

42 | P a g e

Ashish Kataria, CEO & MD of ACL – a Civil Engineer and an MBA with more than 15

years of experience. He is a part of Ashok Group since 2003.

Paresh Mehta, Group CFO – a Chartered Accountant with more than 30 years of

experience. He has been with ABL for 19 years and listed as one of India’s most

influential CFOs by CIMA.

Rajendra Singhvi – a Chartered Accountant by profession. He is the founder partner of

Mehta Singhvi & Associates (Audit Firm). He has served various position with Birla

Group, Mittal & Associates since 1975.

Gyanchand Daga – a Chartered Accountant with Advanced Management from IIM

Kolkata. He has more than 35 years of experience in marketing & finance. He has

previously worked with IOCL and SAIL.

Sharad Abhyankar – a Graduate in Economics & Commerce, and Masters’ in Law from

Mumbai University. He is partner at Khaitan & Co. (Law Firm). He has previously

worked at Little & Co and ANS Partners.

(iii) Upcoming Projects- N.A.

(iv) Subsidiaries & Associate Company Details: Please refer Annexure K below.

(v) Brief Summary of The Business/Activities of the Subsidiaries of the Issuer: Please

refer Annexure K below.

(vi) Key operational and financial parameters for the last 3 (three) audited years-

(Standalone basis)

(Rs. in Lakh)

Parameters As at and for

the financial

year ended

March 31,

2019

As at and for

the financial

year ended

March 31,

2018

As at and for the

financial year

ended March 31,

2017

Networth 1,62,778.97 1,70,162.85 1,69,013.45

Total Debt of which-

- - Non-Current Maturities of Long

Term Borrowing

52,910.75 - -

- - Short Term Borrowing (STB) 1,219.92 12,647.40 4,839.94

- - Current Maturities of Long Term

Borrowing

- - -

Net Fixed Assets (NFA) 24.50 301.14 3,842.42

Non-Current Assets 2,25,988.75 1,90,510.10 1,80,482.56

Cash and Cash Equivalents 111.85 233.11 204.15

Current Investments - - -

Current Assets 347.31 478.43 1,582.28

Current Liabilities 3,559.83 13,618.75 9,828.70

Total Income 9,590.20 13,754.14 15,707.67

EBITDA 3,689.45 8,701.07 12,051.35

43 | P a g e

EBIT 3,400.37 1,994.34 5,655.73

Finance costs 3,764.24 845.42 217.19

PAT (7,386.63) 1,155.14 5,115.74

Current Ratio 0.10 0.04 0.16

Dividend amounts - - -

Interest coverage ratio (Cash profit

after tax plus interest paid / interest

paid)

(1.42) (0.73) 16.82

(vii) Key operational and financial parameters for the last 3 (three) audited years-

(Consolidated basis)

Parameters As at and for

the financial

year ended

March 31,

2018

As at and for

the financial

year ended

March 31,

2017

As at and for

the financial

year ended

March 31,

2016

Networth 14,537.96 45,006.72 77,200.86

Total Debt of which-

- - Non-Current Maturities of Long Term

Borrowing

4,04,988.49 3,85,366.19 3,61,392.87

- - Short Term Borrowing (STB) 18,347.40 4,839.94 -

- - Current Maturities of Long Term Borrowing

Net Fixed Assets (NFA) 6,67,534.01 6,83,006.27 6,93,919.19

Non-Current Assets (excl NFA) 43,898.46 32,220.66 14,370.22

Cash and Cash Equivalents 5,084.29 1,925.54 2,595.29

Current Investments (CI) - 0.02 2,426.41

Current Assets 62,295.13 11,240.12 14,392.86

Current Liabilities 90,909.94 48,755.34 46,620.41

Total Income 1,42,366.07 68,301.49 55,803.41

EBITDA 57,432.16 49,480.69 35,942.83

EBIT 38,293.26 33,204.38 21,512.04

Finance costs 69,201.22 65,875.90 66,029.53

PAT (31,050.30) (32,994.32) (44,517.49)

Dividend amounts - - -

Current Ratio 0.69 0.23 0.31

Interest coverage ratio (Cash profit after tax

plus interest paid / interest paid)

0.88 0.82 0.52

(viii) Gross Debt: Equity Ratio of the Company:

Before the Issue of NCDs 0.32

After the Issue of NCDs 0.41

(ix) Project cost and means of financing in case of funding of new projects: N.A

(x) Details of the share capital as on last quarter end i.e. June 30, 2019:

44 | P a g e

SHARE CAPITAL AMOUNT IN

RUPEES

Authorized Share Capital 18,00,00,000

(1,80,00,000 Equity Shares of Rs. 10/- each)

Issued, Subscribed and Paid-up Share Capital 1,00,00,000

(10,00,000 Equity Shares of Rs. 10/- each

Size of the Offer 1,50,00,00,000

Paid up Capital of the Issuer after the Issue 1,00,00,000

Paid up Capital of the Issuer after conversion of convertible

instruments (if applicable)

N.A.

SHARE PREMIUM ACCOUNT

Before the Issue 1,74,482.71 Lakhs

After the Issue 1,74,482.71 Lakhs

(xi) Changes in its (authorized) Capital Structure as on last quarter ended June 30, 2019, for

the last 5 (five) years:

Date Details of change

24.11.2012 The Authorised Share Capital increased from Rs.1 Crore to Rs.18 Crore

(xii) Equity Share Capital History of the Company as on the last quarter end, for the last five

years:

Date of

Allotment

No. of

Equity

Shares

Allotted

Face

Value

(Rs.)

Issue

price

per

Equity

Share

(Rs.)

Consideration Reason for

allotment

Cumulative

Number of

Equity

Shares

Cumulative

Paid-up

Equity

Share

Capital

(Rs.)

Cumulative

Share

Premium (1)

(Rs.)

28.07.11 10000 10 10 100000 Subscribers 10000 100000 -

10.04.12 40000 10 10 400000 Allotment 50000 500000 -

07.05.12 950000 10 10 9500000 Allotment 1000000 10000000 -

(xiii) History of the preference share capital of the Company: N.A.

Date of

Allotment

No. of

Preference

Shares

Allotted

Face

Value

(Rs.)

Issue price

per

Preference

Share

(Rs.)

Consideration Reason

for

allotment

Cumulative

Number of

Preference

Shares

Cumulative

Paid-up

Preference

Share

Capital

(Rs.)

Cumulative

Share

Premium

(Rs.)

45 | P a g e

N.A.

(xiv) History of the Paid-Up Preference Share Capital History as on 30th June 2019, for the last

5 (Five) Years: N.A.

(xv) Details of allotments made by the Issuer in the last one year preceding the date of this IM:

No allotment was done in the last one year preceding the date of this IM.

(xvi) Details of any Acquisition or Amalgamation in the last one year: N.A.

(xvii) Details of any Reorganization or Reconstruction, in the last one year: N.A.

DETAILS OF SHAREHOLDING OF THE ISSUER AS ON LATEST QUARTER END

(i) Details of the shareholding of the Company as on the latest quarter end

(a) Shareholding pattern of the Company as on last quarter end, June 30, 2019

Sr.

No.

Particulars

Total

Number of

shares

Number of

shares held

in Demat

Form

Number of

shares held

in Physical

Form

Total number

of

shareholding

as a

percentage of

Total Number

of Equity

shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian

Individuals / Hindu Undivided Family

- - - -

Bodies Corporate 660,000 659,000 1,000 66.00

Any Others (Specify) Persons Acting in Concert

- - - -

Trusts - - - -

ESOP / ESOS - - - -

Sub Total 660,000 659,000 1,000 66.00

(2) Foreign

Total shareholding of Promoter and Promoter Group (A)

660,000 659,000 1,000 66.00

(B) Public Shareholding

(1) Institutions

Mutual Funds / UTI

Alternate Investment Funds

95,200 95,200 - 9.52

46 | P a g e

Financial Institutions / Banks

Insurance Companies

Foreign Institutional Investors

244,800 244,800 - 24.48

Foreign Portfolio Investors

Sub Total 340,000 340,000 - 34.00

(2) Non-Institutions

Bodies Corporate

Individuals

Individual shareholders holding nominal share capital up to Rs. 2 lakhs.

Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.

NBFCs registered with RBI

Any Other (Specify) Trusts HUF NRI Clearing Member

Sub Total - - - -

Total Public shareholding (B)

- - - -

Total (A)+(B) 10,00,000 999,000 1,000 100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

(1) Promoter and Promoter Group

- - - -

(2) Public - - - -

Sub Total - - - -

Total (A)+(B)+(C) 10,00,000 999,000 1,000 100.00

(b) List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. June

30, 2019

Sr.

No. Name of the Shareholder

No. of Equity

Shares held

No. of

Shares in

demat form

Shareholding

as % of total

Equity Shares

1. Ashoka Buildcon Limited 660,000 659,000 66.00

2. Macquarie SBI Infrastructure

Investments Pte Limited

244,800 244,800 24.48

47 | P a g e

3. SBI Macquarie Infrastructure

Trust

95,200 95,200 9.52

(ii) Details of borrowings of the issuer, segregating the rupee denominated borrowings and

borrowings made in foreign currency, as on the latest quarter ended June 30, 2019

(a) Details of Secured Working Capital Facilities: N.A.

(b) Details of Secured Loan Facilities: N.A.

(c) Details of Unsecured Loan Facilities

Lender’s Name Type of facility Amount

Sanctioned

(in Rs.)

Principal

Amount

outstanding (in

Rs.)

Repayment

Date or

Schedule

Ashoka

Buildcon Ltd

Loan 500,00,00,000 5,29,10,75,471 April 01, 2023

Jaora Nayagao

Road Ltd

Demand Loan 60,00,00,000 12,19,91,979 May 06, 2017

(d) Details of Non-Convertible Debentures as at June 30, 2019 (if Any)

(a) Details of Unsecured Debentures: N.A.

(b) Details of Secured Debentures: N.A.

(e) List of top 10 debenture holders as on June 30, 2019 (in value terms, on cumulative basis for

all outstanding debentures issues): N.A.

(f) The amount of corporate guarantee issued by the Company along with the name of the

Counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom

it has been issued:

Company

In favour Amount

Ashoka Belgaum Dharwad

Tollway Limited

State Bank of India Rs.447.32 crore

Ashoka Sambalpur Baragarh

Tollway Limited

Axis Bank & Consortium Rs.787.93 crore

(g) Details of Commercial Paper outstanding: N.A.

(h) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on June 30, 2019: N.A

(i) Details of default/ Delays in payments interest and principal of any kind of term loans, debt

securities, debentures, deposits and other financial indebtedness including corporate

guarantee issued by the Issuer in the past five years: N.A

(j) Details of all default/s if any, including therein the amount involved, duration of default and

48 | P a g e

present status in repayment of statutory dues, debenture and interest thereon, deposits and

interest thereon, loans from any bank or financial institution and interest thereon: N.A

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

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

in pursuance of an option: N.A

(iii) Details of the promoter holding in the issuer as on last quarter end June 30, 2019:

Name of

Shareholder

Details of Shares held Encumbered

Shares

No. of Equity

Shares held

No. of Shares held

in demat form

Shareholding

as % of total

Equity

Shares

No. of

Shares

Pledged

% of

Share

pledged

w.r.t.

Shares

held

Ashoka

Buildcon

Limited

660,000 659,000 66.00 Nil 0.00

49 | P a g e

FINANCIAL INFORMATION AND ACCOUNTING POLICIES*

(i) Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (like Profit & Loss Statement, Balance Sheet and Cash Flow Statement) for the

last three years and auditor’s qualifications, if any.

The abridged audited Consolidated and Standalone financial information for last three years is

annexed herewith as Annexure B.

(ii) Any material event/ development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations

resulting in material liabilities, corporate restructuring event etc) at the time of Issue which

may affect the Issue or the Investor’s decision to invest / continue to invest in the debt

securities.

None of the directors, Promoters or key managerial personnel have any financial or other

material interest in the Issue.

(iii) Names of the Debentures Trustee(s) 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 the debt securities.

The debenture trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst

Trusteeship Limited has given its written consent for its appointment as debenture trustee to the

Issue under Regulation 4 (4) of the SEBI Debt Listing Regulations and inclusion of its name in

the form and context in which it appears in this Information Memorandum and in all the

subsequent periodical communications sent to the Debenture Holders. The consent letter from

Debenture Trustee is provided in Annexure D of this Information Memorandum.

(iv) Rating Rationale(s) adopted (not older than 1 (One) year on the date of opening of the

Issue)/ credit rating letter issued (not older than 1 (One) month on the date of opening of

the Issue) by the Rating Agency to be disclosed.

The credit rating letter issued by CRISIL dated August 29, 2019 is annexed herewith as Annexure A.

(v) 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.

Please refer Annexure M below.

(vi) Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to

be disclosed

The copy of the consent letter issued by the Debenture Trustee to act as debenture trustee is

annexed herewith as Annexure D.

(vii) Names of all the recognized stock exchanges where the debt securities are proposed to be

listed:

50 | P a g e

The NCDs are proposed to be listed on the ‘Wholesale Debt Market’ segment of the BSE

Limited. BSE Limited shall be the designated stock exchange.

(viii) Other details:

(a) DRR Creation:

The Company hereby agrees and undertakes that the Company shall create a debenture

redemption reserve as required under Rule 18(2) of the Companies (Share Capital and

Debentures) Rules, 2014, in the manner and subject to the terms and conditions provided for

therein.

(b) Issue/ instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies

Act and SEBI Debt Listing Regulations.

(c) Application process:

The application process for the Issue is as provided in Section VI of this Information

Memorandum.

AUTHORITY FOR THE PLACEMENT

This private placement of Debentures is being made pursuant to the resolution of the Board of the

Issuer passed at its meeting held on August 8, 2019 (enclosed herewith as Annexure E). The

shareholders of the Issuer have vide a resolution dated August 2, 2019 approved the issuance of

Debentures (enclosed herewith as Annexure F). This Information Memorandum is with respect to

issue of senior unsecured, rated, listed, redeemable non-convertible debentures.

The issue of Debentures is within the general borrowing limits of the Issuer and is in compliance of

Section 180(1)(c) of Companies Act, 2013.

51 | P a g e

ISSUE DETAILS/ TERM SHEET

Issuer Ashoka Concessions Limited

Guarantor Ashoka Buildcon Limited

Promoter Ashoka Buildcon Limited

Group Collectively, (i) Ashoka Concessions Limited, (ii) Ashoka

Highways (Durg) Limited, (iii) Ashoka Highways (Bhandara)

Limited, (iv) Ashoka Belgaum Dharwad Tollway Limited, (v)

Ashoka Dhankuni-Kharagpur Tollway Limited, (vi) Ashoka

Sambalpur Baragarh Tollway Limited, (vii) Jaora-Nayagaon

Toll Road Company Private Limited, (viii) Ashoka DSC-Katni

Bypass Road Limited, (ix) Ashoka GVR Mudhol Nipani Roads

Limited, (x) Ashoka Bagewadi Saundatti Road Limited, (xi)

Ashoka Hungund Talikot Road Limited, (xii) Ashoka Kharar

Ludhiana Road Limited, (xiii) Ashoka Ranastalam

Anandapuram Road Limited, (xiv) Ashoka Bettadahalli

Shivamoga Road Private Limited, (xv) Viva Highways Limited,

(xvi) Ashoka Infraways Limited, (xvii) Ashoka Infrastructure

Limited, (xviii) Viva Infrastructure Limited, (xix) Ashoka Pre-

Con Private Limited, (xx) Ashoka Technologies Private

Limited, (xxi) Unison Enviro Private Limited, (xxii) Ashoka

Highway Research Centre Private Limited, (xxiii) Ashoka

Aerospace Private Limited, (xxiv) Ratnagiri Natural Gas Private

Limited, (xxv) Blue Feather Infotech Private Limited, (xxvi)

Ashoka Endurance Road Developers Private Limited, (xxvii)

Ashoka Path Nirman (Nasik) Private Limited, (xxviii) Tech

Berater Private Limited, (xxix) Ashoka Cuttack-Angul Tollway

Limited, (xxx) Ashoka Khairatunda Barwa Adda Road Limited,

(xxxi) Ashoka Mallasandra Karadi Road Private Limited,

(xxxii) Ashoka Karadi Banwara Road Private Limited, (xxxiii)

Ashoka Belgaum Khanapur Road Private Limited, (xxxiv)

Ashoka Ankleshwar Manubar Expressway Private Limited,

(xxxv) Abhijeet Ashoka Infrastructure Private Limited, (xxxvi)

PNG Tollways Limited and (xxxvii) GVR Ashoka Chennai

ORR Limited.

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

Debentures

Mode of Placement On private placement basis to all Eligible Investors

Listing The Debentures shall be listed on the WDM of the BSE. The

Company will ensure that the Debentures are listed on the

exchange within 20 (twenty) days from the Deemed Date of

Allotment. In case, the Company fails to list the Debentures

beyond 20 (twenty) days from the Deemed Date of Allotment,

the Company shall be liable to pay penal interest at the rate of

2% (two percent) per annum on the Debentures in addition to

the payment of Interest at the Interest Rate from the expiry of 30

(thirty) days from the Deemed Date of Allotment till the day of

listing of the Debentures on wholesale debt market segment on

BSE.

Eligible Investors The following categories of investors together constitute

52 | P a g e

“Eligible Investors”:

• Scheduled commercial banks in India;

• NBFCs and RNBCs registered with the RBI;

• Indian companies and other bodies corporate;

• Rural regional banks in India;

• Insurance companies registered with IRDA;

• Financial institutions, including All India Financial

Institutions;

• Housing finance companies registered with the

National Housing Board;

• Provident Funds, Gratuity, Superannuation and

Pension Funds, subject to their investment guidelines;

• Mutual Funds (acting through asset management

companies and trustee companies);

• FIIs;

• QFIs; and

• FPIs.

in each case, in accordance with the Applicable Law.

Only the Eligible Investors, when specifically approached

are eligible to apply for the Debentures.

Credit Rating “Provisional CRISIL AA-(SO)/Stable^” by CRISIL

Issue Size/ Subscription Amount Rs. 1,50,00,00,000/- (Rupees one hundred and fifty crores only)

Objects of the Issue For refinancing of existing debt, capital expenditure, long-term

working capital and for the ordinary course of business

operations.

The funds will be used for purposes permitted by RBI for bank

finance. Issuer undertakes not to use proceeds for investment in

any capital market, real estate, on lending, speculative purposes

and other activities not permitted by RBI for bank finance.

Interest Rate 10.45% (ten point four five percent) per annum (payable on the

Initial Interest Payment Date and thereafter annually on the

subsequent Interest Payment Dates) or any such Revised Interest

Rate payable pursuant to the Interest Reset Process or any

revised interest rate payable in terms of the Transaction

Documents.

Interest Reset Process The Issuer shall mandatorily 60 (sixty) days prior to each of the

Interest Reset Dates issue a notice to the Debenture Trustee and

each of the Debenture Holders intimating them of the revised

interest rate to be applicable from the Interest Reset Date

(“Revised Interest Rate”).

Each of the Debenture Holders may either accept for itself the

Revised Interest Rate or the Debenture Holders not accepting

the Revised Interest Rate shall suggest an alternate interest rate

to the Issuer within 15 (fifteen) days of receipt of intimation by

53 | P a g e

the Debenture Holders. If the revised interest rate suggested by

the concerned Debenture Holders/ Debenture Trustee, is

unacceptable to the Issuer and no consensus is reached between

the Issuer and the concerned Debenture Holders before 30

(thirty) days prior to the ensuing Interest Reset Date (“Non –

Acceptance of Interest Rate Event”), then, the Issuer shall,

with a prior notice of atleast 30 (thirty) days, redeem the

Debentures on the ensuing Interest Reset Date and shall pay all

the Redemption Amount and Amounts Due in relation to the

Debentures pertaining to the concerned Debenture Holder(s). If

the revised interest rate suggested by the concerned Debenture

Holders/ Debenture Trustee is acceptable to the Issuer, a notice

shall be issued at least 30 (thirty) days prior to the Interest Reset

Date, to such Debenture Holder(s)/ Debenture Trustee

specifying the revised interest rate. Such revised interest rate

shall be applicable from the Interest Reset Date until the

subsequent Interest Reset Date.

For further clarification, if 60 (sixty) days prior to the relevant

Interest Reset Date the Issuer does not issue a notice to the

Debenture Trustee and the Debenture Holders intimating them

of the Revised Interest Rate to be applicable from the relevant

Interest Reset Date, each Debenture Holder will have the right

to suggest the revised interest rate 45 (forty-five) days prior to

the relevant Interest Reset Date, which Issuer can accept or

deny. If the revised interest rate suggested by the concerned

Debenture Holders/ Debenture Trustee, is unacceptable to the

Issuer and no consensus is reached between the Issuer and the

concerned Debenture Holders before 30 (thirty) days prior to

the ensuing Interest Reset Date (“Non – Acceptance of Interest

Rate Event”), then, the Issuer shall, with a prior notice of atleast

30 (thirty) days, redeem the Debentures on the ensuing Interest

Reset Date and shall pay all the Redemption Amount and

Amounts Due in relation to the Debentures pertaining to the

concerned Debenture Holder(s). If the revised interest rate

suggested by the concerned Debenture Holders/ Debenture

Trustee is acceptable to the Issuer, a notice shall be issued at

least 30 (thirty) days prior to the Interest Reset Date, to such

Debenture Holder(s)/ Debenture Trustee specifying the revised

interest rate. Such revised interest rate shall be applicable from

the Interest Reset Date until the subsequent Interest Reset Date.

Notwithstanding anything contained herein, each Debenture

Holder shall have an independent right to negotiate on the

Revised Interest Rate and such Revised Interest Rate shall be

same for all consenting Debenture Holders.

Interest Step-up/ Step-down Rating Downgrade of Debentures and/or Guarantor

Interest Rate will be stepped up by 50 (fifty) basis points per

annum on credit rating downgrade from existing credit rating

54 | P a g e

“PROVISIONAL CRISIL AA-(SO)/STABLE^” to A+ of the

Debentures and/ or Guarantor. Further, Interest Rate will be

stepped up by 300 (three hundred) basis points per annum on

each credit rating downgrade from A+ of the Debentures and/ or

Guarantor.

In addition to the aforesaid, in case of credit rating downgrade

to A or below (“Rating Downgrade Event 1”), the Issuer will

have option to accelerate the Debentures by giving notice of 33

(thirty-three) days for repayment. Upon exercise of such option

by the Issuer, the Issuer will have to deposit Redemption

Amount and Amounts Due in Debenture Holders’ account

within 30 (thirty) days from the notice date. If the Issuer, fails to

deposit Redemption Amount and Amounts Due within 30

(thirty) days from the date of the notice, then the Debenture

Trustee shall on the expiry of 30 (thirty) days from the date of

the notice, issue a notice to the Guarantor requiring the

Guarantor to deposit the Redemption Amount and Amounts Due

into the Debenture Holders’ accounts on or before 32 (thirty-

two) days from the date of the notice and upon receipt of such

notice from the Debenture Trustee, Guarantor shall be obligated

to deposit the Redemption Amount and Amounts Due in the

Debenture Holders’ Account on or before 32 (thirty two) days

from the date of notice.

In addition to the aforesaid, in case of credit rating downgrade

to A- or below (“Rating Downgrade Event 2”), Debenture

Holders/ Debenture Trustee will have option to accelerate the

Debentures by giving notice of 33 (thirty-three) days for

repayment. The Issuer will have to deposit Redemption Amount

and Amounts Due in Debenture Holders’ account within 30

(thirty) days from the notice date. If the Issuer, fails to deposit

Redemption Amount and Amounts Due within 30 (thirty) days

from the date of the notice, then the Debenture Trustee shall on

the expiry of 30 (thirty) days from the date of the notice, issue a

notice to the Guarantor requiring the Guarantor to deposit the

Redemption Amount and Amounts Due into the Debenture

Holders’ accounts on or before 32 (thirty-two) days from the

date of the notice and upon receipt of such notice from the

Debenture Trustee, Guarantor shall be obligated to deposit the

Redemption Amount and Amounts Due in the Debenture

Holders’ Account on or before 32 (thirty two) days from the date

of notice.

Rating Downgrade of Issuer

Interest Rate will be stepped up by 50 (fifty) basis points per

annum on each credit rating downgrade of the Issuer.

During the Tenor of Debentures, if standalone credit rating of

the Issuer falls to BBB+ or below (“Issuer Rating Downgrade

Event”), Debenture Holders will have option to accelerate the


55 | P a g e

repayment. Issuer will have to deposit Redemption Amount and

Amounts Due in Debenture Holders’ account within 30 (thirty)

days from the notice date. If the Issuer fails to deposit

Redemption Amount and Amounts Due within 30 (thirty) days,

then the Debenture Trustee shall on the expiry of 30 (thirty) days

from the date of the notice, issue a notice to the Guarantor

requiring the Guarantor to deposit the Redemption Amount and

Amounts Due into the Debenture Holders’ accounts on or before

32 (thirty-two) days from the date of the notice and upon receipt

of such notice from the Debenture Trustee, Guarantor shall be

obligated to deposit the Redemption Amount and Amounts Due

in the Debenture Holders’ Account on or before 32 (thirty two)

days from the date of notice.

In case, rating from multiple rating agencies is available, the

lowest rating available for long term borrowing shall be

considered for the purpose of this clause.\

It is clarified that in case of simultaneous rating downgrade of

the Debentures and/or Guarantor and/or Issuer, the benefit of

interest rate step – up shall be available in all cases and the

interest rate shall be stepped up on cumulative basis.

Day Count Basis Actual/ Actual. All interest accruing for any interest period shall

accrue from day to day and be calculated on the basis of the

actual number of days elapsed and a year of 365 (three-hundred

and sixty-five) days (or 366 (three hundred and sixty six) days

in case of a leap year), at the applicable Interest Rate and

rounded off to the nearest Rupee.

Interest Payment Date The date(s) on which Interest will be due and payable in respect

of the Debentures i.e., on (i) April 24, 2020, (ii) April 23, 2021

and (iii) April 25, 2022.

Interest on Application Money To be paid to Investors at the Interest Rate from the date of

realization of Application Money upto 1 (one) calendar day

prior to the Deemed Date of Allotment. Such interest is payable

within 7 (seven) Business days from the Deemed Date of

Allotment.

Default Interest Rate In case of default in payment of any Interest on any of the

Interest Payment Date and/ or Redemption Amount on the

Redemption Date, the Issuer shall pay to the Debenture Holders

additional interest at the rate of 2% (two percent) per annum on

the Debentures in addition to the payment of Interest at the

Interest Rate and/ or the Redemption Amount, as the case may

be.

The Default Interest as above shall be payable for the period

commencing on the first day of such payment default till the

time such payment default continues and shall be payable on the

next Interest Payment Date occurring after the date of default.

Tenor/ Maturity/ Redemption

Date

2 (two) years 7 (seven) months and 21 (twenty-one) days from

the Deemed Date of Allotment i.e., on April 25, 2022.

56 | P a g e

Early Redemption The Debenture Holders shall have the right to accelerate the

repayment of the Debentures upon occurrence of any of the

following (“Early Redemption”):

(i) Upon occurrent of Rating Downgrade Event 1, the

Issuer will have option to accelerate the Debentures by

giving notice of 33 (thirty-three) days for repayment.

Upon exercise of such option by the Issuer, the Issuer

will have to deposit Redemption Amount and Amounts

Due in Debenture Holders’ account within 30 (thirty)

days from the notice date. If the Issuer, fails to deposit

Redemption Amount and Amounts Due within 30

(thirty) days from the date of the notice, then the

Debenture Trustee shall on the expiry of 30 (thirty) days

from the date of the notice, issue a notice to the

Guarantor requiring the Guarantor to deposit the

Redemption Amount and Amounts Due into the

Debenture Holders’ accounts on or before 32 (thirty-

two) days from the date of the notice and upon receipt

of such notice from the Debenture Trustee, Guarantor

shall be obligated to deposit the Redemption Amount

and Amounts Due in the Debenture Holders’ Account

on or before 32 (thirty two) days from the date of notice.

(ii) Upon occurrence of Rating Downgrade Event 2,

Debenture Holders will have option to accelerate the


repayment. The Issuer will have to deposit Redemption

Amount and Amounts Due in Debenture Holders’

account within 30 (thirty) days from the notice date. If

the Issuer, fails to deposit Redemption Amount and

Amounts Due within 30 (thirty) days, then the

Debenture Trustee shall on the expiry of 30 (thirty) days

from the date of the notice, issue a notice to the

Guarantor requiring the Guarantor to deposit the

Redemption Amount and Amounts Due into the

Debenture Holders’ accounts on or before 32 (thirty-

two) days from the date of the notice and upon receipt

of such notice from the Debenture Trustee, Guarantor

shall be obligated to deposit the Redemption Amount

and Amounts Due in the Debenture Holders’ Account

on or before 32 (thirty two) days from the date of notice;

or

(iii) During the Tenor of Debentures, upon occurrence of

Issuer Rating Downgrade Event, Debenture holders will

have option to accelerate the Debentures by giving

notice of 33 (thirty-three) days for repayment. The

Issuer will have to deposit Redemption Amount and

Amounts Due in Debenture Holders’ account within 30

(thirty) days from the notice date. If the Issuer fails to

deposit Redemption Amount and Amounts Due within

57 | P a g e

30 (thirty) days, then the Debenture Trustee shall on the

expiry of 30 (thirty) days from the date of the notice,

issue a notice to the Guarantor requiring the Guarantor

to deposit the Redemption Amount and Amounts Due

into the Debenture Holders’ accounts on or before 32

(thirty-two) days from the date of the notice and upon

receipt of such notice from the Debenture Trustee,

Guarantor shall be obligated to deposit the Redemption

Amount and Amounts Due in the Debenture Holders’

Account on or before 32 (thirty two) days from the date

of notice; or

(iv) Upon occurrence of Non - Acceptance of Interest Rate

Event, the Issuer shall, with a prior notice of at least 30

(thirty) days, redeem the Debentures on the ensuing

Interest Reset Date and shall pay all the Redemption

Amount and the Amounts Due in relation to the

Debentures pertaining to the concerned Debenture

Holder(s); or

(v) Upon occurrence of the Event of Default relating to

default in payment of the Redemption Amount and/ or

the Amounts Due by the respective Due Date(s).

The date on which the payment is made pursuant to the exercise

of Early Redemption shall be referred to as the “Early

Redemption Date”.

Redemption Amount All principal amounts outstanding shall be payable on the Early

Redemption Date or the respective Redemption Date, as the case

may be, in one bullet installment. On the Early Redemption Date

or the Redemption Date, as the case may be, the accrued Interest

and other amounts owed will also be payable.

Redemption Premium/ Discount Nil

Issue price per Debenture Rs. 10,00,000/- (Rupees ten lakhs only) per Debenture

Opening Date of the Issue On or before September 04, 2019

Closing Date of the Issue On or before September 04, 2019

Pay-in-date On or before September 04, 2019

Deemed Date of Allotment On or before September 04, 2019

Issuance mode Dematerialized

Conditions Precedent The Issuer shall fulfil each of the following conditions precedent

(subject to any waiver by the Debenture Trustee), including

providing the documents referred to hereinbelow, in the form

and substance satisfactory to the Investor / Debentures Trustee,

including but not limited to:

58 | P a g e

(i) Certified copy of latest memorandum and articles of

association and certificate of incorporation of the Issuer

and the Guarantor.

(ii) Certified true copy of the resolution passed by the

Board dated August 8, 2019 for issue of Debentures on

Private Placement basis u/s 42, 71 and 179 (3)(c), 179

(3)(d) appointment of Debenture Trustee under the

Companies Act, 2013 (as applicable);

(iii) Certified true copies of the special resolution passed by

the Issuer in terms of Section 180 (1)(c) of the

Companies Act, 2013 dated September 29, 2017;

(iv) Copy of the approval of shareholders by way of special

resolution passed by the Issuer in terms of Section 42 of

the Companies Act, 2013 dated August 2, 2019;

(v) Certified true copy of the resolution passed by the board

of directors of the Guarantor dated August 13, 2019

under the provisions of the Companies Act, 2013, and

other applicable provisions, for issuing corporate

guarantee;

(vi) Certificate from authorized signatory of the Issuer

confirming all representations and warranties being

true, no default in any material contracts and absence of

any litigations against the Issuer and Guarantor, no

investigation proceeding pending against the Issuer and

Guarantor and no event leading to an Event of Default;

(vii) Certificate dated August 31, 2019 issued by

Krishnamurthy, Jain and Suryawanshi Chartered

Accountants certifying that the limits stated under

special resolution under Section 180(1)(c) of the

Companies Act, 2013 passed by the shareholders on

September 29, 2017, limits specified by the

shareholders in their resolution passed in terms of the

section 42 of the Companies Act, 2013 in their meeting

held on August 02, 2019 and the limits specified under

the resolution passed by the Board in their meeting held

on September 28, 2017 is not exceeded by the issue of

Debentures;

(viii) Certificate from authorized signatory of the Guarantor

confirming the compliance of Section 186 of the

Companies Act, 2013 by the Guarantor for the purpose

of issuing the guarantee;

(ix) Certified true copy of the resolution dated August 13,

2019 passed by the audit committee of the Guarantor,

59 | P a g e

under the provisions of the Companies Act, 2013, and

other applicable provisions, for issuing guarantee;

(x) Copy of application form by the Issuer, for subscription

of Debentures by the Applicants;

(xi) Letter of the Issuer, appointing registrar and transfer

agent (“RTA”) and consent letter of the RTA;

(xii) Rating letter dated August 29, 2019 issued by CRISIL,

confirming the assignment of rating of not less than

“Provisional CRISIL AA-(SO)/Stable^” to the issue of

Debentures;

(xiii) DTA dated September 03, 2019 and consent letter dated

August 12, 2019 issued by the Debenture Trustee for

the issue of Debentures;

(xiv) Copy of tripartite agreement inter alia between the

Issuer and NSDL/ CDSL and Registrar and transfer

agent;

(xv) A copy of the annual reports of the Issuer for the latest

financial year and audited financial statements of the

Issuer and the Guarantor for the last financial year and

unaudited provisional financial statements for the

current year, if applicable;

(xvi) Copy of in-principle approval letter dated September

03, 2019 issued by the BSE to the Issuer for listing of

Debentures on the wholesale debt segment of BSE;

(xvii) Duly executed unconditional and irrevocable Guarantee

by the Guarantor in favour of the Debenture Trustee;

(xviii) Copy all required documents for the purpose of

satisfying its respective know your customer

requirements; and

(xix) Copies of all consents, authorizations and approvals

(both statutory and regulatory) pertaining to the Issue,

including but not limited to those under the Companies

Act, 2013 and the SEBI Debt Listing Regulations as

applicable.

Conditions Subsequent The Issuer shall comply with the conditions (as applicable) and

provide the documents mentioned below:

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(i) The Company shall allot the Debentures and credit the

demat accounts of the Applicants within 2 (two)

Business Days from the Deemed Date of Allotment;

(ii) The Company shall within 7 (seven) days of the

Deemed Date of Allotment, enter the particulars of the

Debenture Holders in the register of debenture holders

maintained by the Issuer and provide a certified true

copy of the updated register of debenture holders to the

Debenture Trustee;

(iii) Filing of Form PAS-3 within 15 (fifteen) days from

Deemed Date of Allotment;

(iv) Issuer shall provide a copy of such other authorisation,

approval, permit, consent or other document, opinion or

assurance, which the Debenture Trustee or Debenture

Holders consider to be necessary or desirable (if it has

notified the Issuer accordingly) in connection with the

entry into and performance of the transactions

contemplated by any Transaction Document, for the

validity and enforceability of any Transaction

Document as may be required from time to time in

accordance with the Transaction Documents.

(v) The Issuer shall provide end use certificate by a

practicing chartered accountant along with copies of all

relevant bank account statements, confirming the same,

and specifically stating that no part of the proceeds has

been used for purposes ineligible for bank finance (as

per the guidelines of the RBI) within 30 (thirty) days

from the Deemed Date of Allotment;

(vi) Filing of details of the Security Interest (if any) created/

to be created over the Charged Assets with Central

Registry of Securitisation Asset Reconstruction and

Security Interest and/ or any ‘Information Utility’ as

defined in Section 3(21) of the Insolvency and

Bankruptcy Code, 2016, in accordance with the relevant

regulations framed under the Insolvency and

Bankruptcy Code, 2016, and directions issued by the

RBI from time to time.

(vii) Listing of Debentures within 20 (twenty) days from the

Deemed Date of Allotment.

(viii) Execution of the Debenture Trust Deed within 30

(thirty) days of the Deemed Date of Allotment.

(ix) Any other conditions as may be stipulated in the


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Representations & Warranties The Issuer hereby, makes the following representations and

warranties (“Representations”) to the Debenture Trustee and

the Debenture Holders on the date of this Information

Memorandum:

(i) The Issuer is duly incorporated and validly existing

under the laws of India.

(ii) The Guarantor has been duly incorporated, organized

and is validly existing under applicable Law

(iii) The Transaction Documents when executed and

delivered will constitute its legal, valid and binding

obligation and shall be admissible as evidence of

Issuer’s obligations in court of law;

(iv) It has the power to enter into, perform and deliver, and

has taken all necessary actions to authorize its entry

into, performance and delivery of the Transaction

Documents to which it is a party and the transactions

contemplated by the Transaction Documents;

(v) All required resolutions (including the Resolutions of

the Issuer) and corporate authorizations to enable it to

enter into and perform the obligations contained in the

Transaction Documents to which it is a party, have been

passed and the issue of Debentures is within the limits

specified under special resolution passed by the Issuer

under Section 42 of the Companies Act, 2013 dated

August 02, 2019;

(vi) It has all powers and has all necessary governmental

approvals to carry on its business as now conducted and

is duly qualified to do business in the jurisdiction where

it operates and has provided necessary documents in

this regard to the satisfaction of the Debenture Trustee;

(vii) The execution and delivery by the Issuer, of the

Transaction Documents and the performance thereof,

will not:

(a) conflict with or result in any material violation

or breach of or default under any provision of

any Applicable Law;

(b) conflict or result in any breach of any

provisions of their respective Memorandum or

Articles of Association;

(c) result in a violation or breach of, or constitute a

default or give rise to any right to termination

under, any of the terms, conditions or

provisions of any contract or obligation to

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which it is a party or by which it or any of its

properties or assets may be bound; and

(d) constitute an act of bankruptcy, preference,

insolvency or fraudulent conveyance under any

bankruptcy law or other Applicable Law.

(viii) The Issuer agrees that no immunity (if acquired) shall

be claimed by it or on its behalf with respect to its assets

in any proceedings in relation to its obligations under

the Transaction Documents and shall waive any such

right of immunity which it or its assets have or may

acquire. The execution or entering into by the Issuer of

the Transaction Documents and exercise of rights and

performance of obligations thereunder will constitute,

private and commercial acts of the Issuer done and

performed for private and commercial purposes;

(ix) The information provided to the Investor/ Debenture

Trustee/ Debenture Holders is true and correct and not

misleading and no representation, warranty or statement

in the Transaction Documents, or in any statement or

certificate furnished to Investor pursuant to the

Transaction Documents, contains any untrue statement

of a fact or omits to state a fact necessary to make the

statements made in the Transaction Documents and are

not misleading;

(x) The Issuer has the financial means to pay its debts,

within the time periods within which such payments are

required to be made. No order has been made or petition

presented or meeting convened for the purpose of

considering a resolution for the winding up of the Issuer

or for the appointment of any provisional liquidator or

any interim resolution professional or resolution

professional in terms of the provisions of the Insolvency

and Bankruptcy Code, 2016. No steps have been taken

by any Person with a view to the appointment of an

administrator (whether out of court or otherwise) and no

administration order has been served on the Issuer. No

order appointing a receiver (including any

administrative receiver) in respect of the whole or any

part of any of the property, assets or undertaking of the

Issuer has been served on the Issuer;

(xi) There are no material proceedings pending, threatened,

except the proceedings as stated in this information

memorandum in relation to the Issuer and its business

or any part thereof or in relation to the Guarantor;

(xii) The Issuer and the Guarantor has complied with and is

in compliance with all Applicable Laws;

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(xiii) The Debentures shall be listed on the wholesale debt

market segment of BSE, as contemplated under the

Transaction Documents;

(xiv) The Issuer shall file Form PAS-3 with the ROC as

contemplated under the Transaction Documents and as

required in terms of the Companies (Prospectus and

Allotment of Securities) Rules, 2014;

(xv) The Issuer and/ or the Guarantor has not taken any

action in breach of any Resolution passed by the Board

or the shareholders of the Issuer and/or the Guarantor;

(xvi) No default, howsoever described has occurred in

relation to any Financial Indebtedness (including any

contingent liabilities) of the Issuer and/or Guarantor and

its name is not appearing in the defaulters’ list of CIBIL;

(xvii) No Event of Default has occurred or is continuing, by

the Issuer or its subsidiaries or the Guarantor;

(xviii) There is no Material Adverse Effect and there are no

circumstances existing, which with the passing of time

or otherwise, lead to a Material Adverse Effect;

(xix) No event of default, potential event of default or breach

of terms under any existing contract or arrangement has

occurred or is continuing till date and no such

circumstance or event will result due to the execution,

delivery and performance by the Issuer and/or

Guarantor of the transaction contemplated under the


(xx) The Issuer nor any of its assets are entitled to immunity

from suit, execution, attachment or other legal process

in the jurisdiction of Issuer’s incorporation or where the

Security, if any, is located;

(xxi) The Issuer and/ or Guarantor is not in default in the

repayment of any deposit accepted by the Issuer and/ or

Guarantor or in the payment of interest thereon;

(xxii) The Issuer has a good and valid title over all its assets;

(xxiii) The representations and warranties made herein shall be

true and correct as of the date of this Information

Memorandum and the Deemed Date of Allotment;

(xxiv) There are no claims, investigations or proceedings

before any court, tribunal or Governmental Authority in

progress or pending against or relating to the Issuer or

its subsidiaries and the Guarantor, which could

reasonably be expected to prevent the Issuer and the

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Guarantor from fulfilling their respective obligations

set out in any Transaction Document.

Ownership Covenants (i) The Promoter shall:

(a) hold at least 51% (fifty one percent) of the

equity share capital in the Issuer (taken on a

fully diluted basis); and

(b) have Management Control of the Issuer;

(ii) The ABL Promoters shall:

(a) hold at least 45% (forty five percent) of the

equity share capital in the Promoter (taken on a

fully diluted basis); and

(b) have Management Control of the Issuer.

Affirmative Covenants The Issuer hereby covenants and undertakes with the Debenture

Trustee and the Debenture Holders that it shall, at all times,

during the Tenor of Debentures and until the repayment of

Redemption Amount and Amounts Due (except as may

otherwise be previously agreed in writing by the Debenture

Trustee/ Debenture Holders):

(i) Use the Subscription Amount solely for the Purpose and

shall not utilize the Subscription Amount for illegal

purposes and/or immoral activities, and activities

speculative in nature and/or directly or indirectly

towards investment in capital markets in India or real

estate or on lending or any other purpose prohibited by

RBI, SEBI or any other regulatory body or in terms of

the Act or such other activities of similar nature;

(ii) File the board resolution passed by the Issuer in terms

of Section 179(3) and other relevant filings (including

Form MGT-14 under Section 117 of the Act and other

relevant provisions of the Act), required to be done in

terms of the Applicable Laws, with the concerned

authorities within the time stipulated therein and

provide evidence thereof to the satisfaction of the

Debenture Trustee;

(iii) Provide an end use certificate for the utilization of

Subscription Amount and ensure that the Issuer shall

provide end use certificate for the utilization of the

mobilization advance, by the statutory auditor, along

with copies of all relevant bank account statements,

within 30 (thirty) days from the Deemed Date of

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Allotment; and in case of any balance remaining, at the

at the end of each accounting year;

(iv) Carry out and conduct its business efficiently and with

due diligence;

(v) Comply with all conditions/obligations in relation to the

issue of Debentures in terms of the Act and other

Applicable Laws;

(vi) Keep proper books of account as required by the Act;

(vii) Do all acts (if any) necessary for the purpose of assuring

the legal validity of these presents;

(viii) Diligently preserve its and Guarantor’s corporate

existence, status and all consents now held or any rights,

licences, privileges or concessions hereafter acquired by

it in the conduct of its business;

(ix) Provide to the Debenture Trustee, periodical reports on

quarterly basis containing the following particulars-

updated list of names and addresses of Debenture

Holders, details of Interest due but remaining unpaid

and reasons thereof, number and nature of grievances

received from the Debenture Holders and

resolved/unresolved and including the reasons therefor,

as and when they become due;

(x) Get the rating of Debentures periodically reviewed at

least once a year or such other frequency as prescribed

under Applicable Law, by a credit rating agency

registered with SEBI and any revision in the rating shall

be promptly disclosed by the Issuer to the stock

exchange(s) where the Debentures are listed;

(xi) Maintain 100% (one hundred percent) asset cover

sufficient to discharge the Redemption Amount and

Amounts Due at all times and shall disclose to the

relevant stock exchange on half-yearly basis and in their

annual financial statements, the extent and nature of

security created and maintained;

(xii) Intimate the Debenture Trustee/ Debenture Holders of

any reduction in shareholding of the Promoter in the

Issuer;

(xiii) Shall ensure that the Issuer’s and Guarantor’s net worth

remains positive during the Tenor of the Debentures;

(xiv) Shall ensure that any debt support from promoters will

be subordinated to Debentures;

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(xv) Submit such information as is required by the Debenture

Trustee from time to time;

(xvi) Comply with all direction, guidelines and regulations

issued by the RBI or any other regulatory authority with

regard to the Debentures and all Applicable Laws.

Negative Covenants The Issuer hereby covenants and undertakes with the Debenture

Trustee and the Debenture Holders that it shall, at all times,

during the Tenor of Debentures and until the repayment of

Redemption Amount and Amounts Due (except as may

otherwise be previously agreed in writing by the Debenture

Trustee/ Debenture Holders):

(i) Not make any change in the shareholding of the Issuer

or act otherwise, which may result in Promoter ceasing

to be the promoter of the Issuer except without the prior

consent of Debenture Trustee;

(ii) Not declare dividends to its shareholders in any year

until the Issuer has made the payment or made

satisfactory provision for the payment of the

Redemption Amount and Interest, due on the

Debentures. Further, the Issuer shall inform the

Debenture Trustee before declaring or distributing any

dividends (other than interim dividend). Further, the

Issuer shall not declare or distribute any dividend if it

has defaulted in payment of Interest or Redemption

Amount;

(iii) Not obtain future borrowings in case of any default in

the payment of Interest or Redemption Amount on the

Debentures, without the prior written consent of the

Debenture Trustee.

It is however clarified that the Issuer shall not be

required to obtain prior approval for obtaining any

future borrowings if no Event of Default is subsisting or

has occurred provided that the Issuer/Guarantor is in

compliance with the terms including financial

covenants specified under the Transaction Documents.

(iv) Not take any action for undertaking acquisition or

business restructuring of the Issuer and/or Guarantor

including any merger, demerger, amalgamation or

corporate restructuring, slump sale of assets,

arrangement with creditors or lenders, compromise or

reconstruction;

(v) Not to make any amendments to the Memorandum or

Articles, including but not limited to the change in

67 | P a g e

object clause, without the prior written consent of the

Debenture Trustee;

(vi) Not change its material accounting methods or policies

followed by the Issuer, during the currency of

Debentures unless otherwise required in terms of the

prevailing Applicable Law or change in Applicable

Law;

(vii) Not declare dividends upon the occurrence of an Event

of Default or when an Event of Default is subsisting

except with the prior written consent of the Debenture

Trustee;

(viii) Not sell/ transfer material assets of the Issuer and/or

Guarantor or take any other action which may

materially impact the ability of the Issuer to pay

Redemption Amount and Amounts Due under the


Information Covenants (i) Keep the Debenture Trustee informed of all orders,

directions, notices, of court/ tribunals affecting or likely

to affect the interest of the Debenture Holders;

(ii) Promptly inform the Debenture Holders and the

Debenture Trustee about the happening of any Event of

Default or potential Event of Default;

(iii) Keep the Debenture Trustee informed of any

amalgamation, merger or reconstruction scheme

proposed by the Company and/ or Guarantor;

(iv) Keep the Debenture Trustee informed of any significant

change in the composition of the board of directors of

the Company and/or Guarantor;

(v) Provide to the Debenture Trustee and Debenture

Holders, the following:

(a) A copy of the statutory auditors’ and directors’

annual reports, balance sheets and profit & loss

accounts and of all periodical and special

reports at the same time as they are issued as

required in terms of the SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015 and as amended from time to

time. Additionally, the Issuer shall within 180

(one hundred and eighty) days from the end of

financial year, submit a copy of the latest annual

report to the Debenture Trustee, which the

Debenture Trustee shall be obliged to share with

the Debenture Holders within 2 (two) working

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days from the specific request made by the

Debenture Holders in this behalf;

(b) A copy of all the notices, resolutions and

circulars relating to new issue of security

including any debentures, at the same time as

they are sent to shareholders/holders of debt

securities or advertised in the media including

those relating to proceedings of the meetings;

and

(c) A copy of all the notices, call letters, circulars,

proceedings, etc of the meetings of Debenture

Holders at the same time as they are sent to the

Debenture Holders. The notice for calling

meetings of Debenture Holders shall

specifically state that the provisions for

appointment of proxy as mentioned in Section

105 of the Act shall be applicable for such

meeting;

(d) A half-yearly certificate regarding maintenance

of 100% (one hundred percent) asset cover in

respect of the Debentures, by either a practicing

company secretary or a practicing chartered

accountant, along with the half yearly financial

results.

(e) A half-yearly certificate by either a practicing

company secretary or a practicing chartered

accountant, along with the half yearly financial

results which includes the following:

(i) credit rating and change in credit rating

(if any);

(ii) asset cover available, in case of non-

convertible debt securities;

(iii) debt-equity ratio;

(iv) previous due date for the payment of

interest/ dividend for non-convertible

redeemable preference shares/

repayment of principal of non-

convertible preference shares/ non-

convertible debt securities and whether

the same has been paid or not; and,

(v) next due date for the payment of

interest/ dividend of non-convertible

preference shares/ principal along with

the amount of interest/ dividend of non-

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convertible preference shares payable

and the redemption amount;

(vi) debt service coverage ratio;

(vii) interest service coverage ratio;

(viii) outstanding redeemable preference

shares (quantity and value);

(ix) capital redemption reserve/debenture

redemption reserve;

(x) net worth;

(xi) net profit after tax;

(xii) earnings per share.

(vi) Within 7 (seven) Business Days from the date of

submission of the certificate along with other

information as per Clause (v) above, submit to BSE a

certificate signed by the Debenture Trustee that it has

taken note of the information set out under Clause (e)

above;

(vii) Inform the relevant stock exchange and the Debenture

Trustee of any change in rating of Debentures in such

manner as the stock exchange (where such securities are

listed) may determine from time to time;

(viii) Keep the Debenture Trustee informed about any

changes in its Board which result in the change of

‘control’ of the Company (as defined in terms of the

SEBI (Substantial Acquisition of Shares and Takeover)

Regulations, 2011) and any changes in the board of

directors of the Guarantor which result in change of

‘control’ of the Guarantor;

(ix) Keep the Debenture Trustee informed about any change

in nature and conduct of business by the Issuer and/or

Guarantor before any changes are given effect to;

(x) Forward to the Debenture Trustee any such information

sought by the Debenture Trustee and provide access to

relevant books of accounts as required by the Debenture

Trustee from time to time;

(xi) Send proxy forms to the Debenture Holders which shall

be worded in such a manner that Debenture Holders

may vote either for or against each resolution;

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(xii) Maintain a functional website containing such details as

mandated under the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and SEBI

Debt Listing Regulations as may be amended from time

to time;

(xiii) Provide details of any material litigation, arbitration or

administrative proceedings in relation to the Issuer and

the Guarantor;

(xiv) Provide information pertinent to a credit assessment of

the Issuer by the Debenture Holders within 15 (fifteen)

days of demand of such information by the Debenture

Trustee/ Debenture Holders. This information shall

include but will not be limited to, latest financial

information, rating letter and rating rationale, copies of

the resolutions authorizing the borrowing and the latest

company profile etc. of the Issuer;

(xv) Provide such other information to the Debenture

Trustee, Debenture Holders and the stock exchanges as

mandated under Applicable Law including under the

listing agreement with the stock exchange(s) where the

Debentures are listed and under the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015;

(xvi) Provide notice of any change in authorized signatories

of the Issuer with respect to the Debentures;

(xvii) Any other information as agreed between the Debenture

Trustee/ Debenture Holders and the Issuer.

(xviii) Without prejudice to the rights of the Debenture Holders

mentioned elsewhere in the Transaction Documents,

and except as may be otherwise prescribed on account

of any change in Applicable Law, the Issuer shall not

make any material modification to the structure of the

Debentures in terms of coupon, conversion, redemption

or otherwise, without the prior approval of the stock

exchange(s) where the Debentures are listed. The

approval of the stock exchange(s) shall be given only

after approval of the Board and the Debenture Trustee

in terms of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and after

complying with the provisions of the Act including

approval of requisite majority of Debenture Holders;

(xix) The Debenture Trustee shall be entitled to share all

information pertaining to the Issuer and/or Guarantor,

as may be required under Applicable Law (with a copy

of such information marked to the Issuer and/ or

Guarantor) to be shared with the credit rating agencies

71 | P a g e

for rating of the Debentures, and the Issuer shall not

object to such sharing of information as required under

Applicable Law; and

(xx) Submit periodical status/ performance reports to the

Debenture Trustee within 7 days of the relevant board

meeting or within 45 days of the respective quarter

whichever is earlier.

Financial Covenants A. Financial Covenants applicable to the Guarantor:

(i) Fund Based Standalone Debt (excluding shortfall

undertaking but including all corporate guarantee given

to Company by Guarantor) shall not exceed Rs. 1,150

crores (Indian Rupees One Thousand One Hundred and

Fifty Crores only);

(ii) Ratio of Fund Based Standalone Debt (excluding

shortfall undertaking but including all corporate

guarantee given to the Issuer by the Guarantor) to

EBITDA shall not exceed 2x;

(iii) Fund Based Standalone Debt (including all corporate

guarantees, all types of shortfall/ sponsor undertaking

given to lenders by Promoter) shall not exceed Rs. 4,850

crores (Indian Rupees Four Thousand Eight Hundred

and Fifty Crores Only).

(iv) Loans and advances from Promoter to any of its

subsidiaries/ group companies for existing projects of

the Group shall not exceed Rs. 800 Crores (Indian

Rupees Eight Hundred Crores Only) (which will

exclude interest accrued from March 31, 2019 onwards)

excluding CGD business. Any incremental funding to

be used in HAM (under construction/ new) projects will

be carved out from these limits.

(v) Further, the Promoter shall not provide new additional

undertaking (shortfall, sponsor, parent etc.) or corporate

guarantee to any lenders.

(vi) Additional funding from Promoter (directly or

indirectly) for city gas distribution business (“CGD”)

shall not exceed Rs. 100 crores (Indian Rupees One

Hundred Crores Only) till the repayment of Redemption

Amount and Amounts Due to the satisfaction of the

Debenture Trustee (acting on the instructions of the

Debenture Holders). For each year during the Tenor of

the Debentures, amount of such additional funding shall

not exceed Rs. 40 Crores (Indian Rupees Forty Crores

Only).

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B. Financial Covenants applicable to the Issuer:

(i) The Issuer undertakes that ‘Fund Based Standalone

Debt’ shall not exceed Rs. 2,00,00,00,000/- (Rupees

two hundred crores only); and

(ii) The Issuer should not be negative EBITDA company

during the Tenor of the Debentures.

The aforementioned covenants shall be complied at all the times

and tested on semi-annual basis.

Payment Process The Issuer shall ensure that the Redemption Amount or

Amounts Due or any other payment due as per Transaction

Documents shall be deposited in the Debenture Holders’

Account 3 (three) calendar days prior to each of the Interest

Payment Date or Redemption Date – including Interest Reset

Dates, if Revised Interest Rate is not agreeable (“Deposit

Date”). In such a case, the Issuer will have an option to prepay

anytime between the Deposit Date & Redemption Date without

any prepayment penalty.

If the Issuer fails to deposit the Redemption Amount and/or

Amounts Due on or prior to the Deposit Date, Guarantor shall

ensure that Redemption Amount and Amounts Due shall be

deposited in the Debenture Holders’ Account on 1 (one)

calendar day prior to Redemption Date or Interest Payment

Dates or Interest Reset Dates, as the case may be.

Consequence of Events of

Default

Upon occurrence of Events of Default (specified below)

(including cross default of Issuer/ Subsidiaries), the Debenture

Trustee by a notice in writing to the Issuer and CRISIL, declare

that an Event of Default has occurred (“Acceleration Notice”)

and state therein that the Redemption Amount and Amounts Due

are payable by the Issuer as specified below:

(i) whereby the Redemption Amount together with all

other Amounts Due shall become due and payable to the

Debenture Holders immediately in case the Event of

Default relates to payment default and/ or Cross-Default

(more specifically set out under the Transaction

Documents);

(ii) in case of any Event of Default (other than payment

default by the Issuer and/or Guarantor and Cross

Default with respect to Guarantor, the Redemption

Amount and Amounts Due shall become due and

payable, 5 (five) days from the date of Acceleration

Notice (“Acceleration Date”).

The Issuer shall have to deposit Redemption Amount and

Amounts Due in terms of (ii) above in Debenture Holders’

account, on or before 3 (three) days prior to the Acceleration

73 | P a g e

Date as specified under the Acceleration Notice. The Issuer shall

on the same day confirm to Debenture Trustee whether Issuer

has funded the Debenture Holders’ accounts with the

Redemption Amount and Amounts Due. If Issuer fails to deposit

the Redemption Amount and Amounts Due as specified in this

Clause or the Issuer has issued no notice, the Debenture Trustee

shall issue a notice of 2 (two) days prior to Acceleration Date to

the Guarantor to repay the Redemption Amount and Amounts

Due in the Debenture Holders’ accounts.

Upon receipt of such notice from the Debenture Trustee, the

Guarantor shall be obliged to repay the Redemption Amount and

Amounts Due in Debenture Holders’ accounts, due and payable

by the Issuer, on or before 1 (one) day prior to the Acceleration

Date.

Events of Default The occurrence of any one or more of the following events in

relation to the Issuer or its subsidiaries (where applicable) or

Guarantor (where applicable), shall constitute an “Event of

Default”:

(i) Default is committed in payment of the Redemption

Amount or Amounts Due as per the terms of the

Transaction Documents (including in the event of

redemption on Redemption Date or in case of Early

Redemption, upon happening of Non – Acceptance of

Interest Rate Event, Rating Downgrade Event 1, Rating

Downgrade Event 2 or Issuer Rating Downgrade Event

or upon the invocation of Guarantee provided by the

Guarantor) at the place at and in the currency in which

it is expressed to be payable;

(ii) The Issuer and/ or Guarantor fails to comply with any

Applicable Law;

(iii) Default or breach is committed with respect to any

security (as defined under Securities Contracts

(Regulation) Act, 1956) issued by the Issuer and/or

Guarantor of whatsoever nature and by whatever name

called;

(iv) (i) Default or breach is committed by the Issuer or the

Guarantor in the performance or observance of any

Issuer’s and/ Guarantor’s obligation, covenant,

condition or provision contained in Transaction

Documents; or

(ii) any information, representation or warranty given

by the Issuer and/or Guarantor in this Information

Memorandum for subscription of Debentures is found

to be misleading or incorrect in any material respect or

any representation or warranty contained in any

Transaction Document, certificate, financial statement

74 | P a g e

or other document delivered to the Debenture Trustee

is found to be incorrect, false or misleading in any

material respect when made or deemed to be made;

(v) (i) If the Issuer and/or Guarantor admits in writing its

inability to pay its debts as they fall due or suspends

making payments on any of its debts as they fall due

or by reason of actual financial difficulties commences

negotiations with one or more creditors with a view to

rescheduling its indebtedness;

(ii)If the Issuer or the Guarantor is unable to pay its

debts or that proceedings for taking the Issuer or the

Guarantor into liquidation either voluntarily or

compulsorily, may be or have been commenced in

respect thereof;

(vi) Cross default:

(a) If a default is committed by the Issuer or any of its

subsidiaries or the Guarantor or any of its subsidiaries

in respect of any Financial Indebtedness of the Issuer or

any of its subsidiaries or the Guarantor or any of its

subsidiaries and all such entities whose accounts are

consolidated with the Issuer, as the case may be, i.e.,

the amounts due under any of the Financial

Indebtedness of the Issuer or its subsidiaries or the

Guarantor or its subsidiaries and all such entities whose

accounts are consolidated with the Issuer, as the case

may be, is not paid when due and the applicable cure

period has lapsed without the Issuer or its subsidiaries

or the Guarantor or its subsidiaries and all such entities

whose accounts are consolidated with the Issuer, as the

case may be, remedying the same;

(b) Any Financial Indebtedness of Issuer/ its subsidiaries

or Guarantor/ its subsidiaries is declared to be or

otherwise becomes due and payable prior to its

specified maturity as a result of an event of default;

(c) Any commitment for any Financial Indebtedness of

Issuer/its subsidiaries or Guarantor/its subsidiaries is

cancelled or suspended by a creditor of the Issuer or its

subsidiaries or Guarantor/its subsidiaries, as the case

may be, as a result of an event of default (however

described);

(d) Any creditor of the Issuer/its subsidiaries or

Guarantor/its subsidiaries becomes entitled to declare

any Financial Indebtedness of the Issuer/its subsidiaries

or Guarantor/its subsidiaries due and payable prior to

its specified maturity as a result of an event of default

(however described).

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The events specified in Clauses (a) to (d) above shall be

referred to as “Cross Default”.

(vii) The Issuer and/ or Guarantor shall have voluntarily or

involuntarily become the subject of proceedings under

bankruptcy or insolvency law or corporate debt

restructuring proceedings including reorganisation,

suspension, liquidation or dissolution or any corporate

action, legal proceedings or other procedure or step

which has been taken (including the making of an

application (other than the applications made by

operational creditors where the claim has been

disputed, in such case admission of such application

shall be treated as an Event of Default), the presentation

of a petition, the filing or service of a notice or the

passing of a resolution of directors or of members for

the purpose of/ towards/ recommending for initiation of

insolvency resolution process or fast track resolution

process or fresh start process by whatever name called);

(viii) Any step is taken by any Governmental Authority or

agency or any other competent authority, with a view to

the seizure, compulsory acquisition, expropriation or

nationalization of all or (in the opinion of the Debenture

Trustee) a material part of the assets of the Issuer and/or

Guarantor, if any;

(ix) If extraordinary circumstances have occurred which

make it improbable for the Issuer and/ or Guarantor to

fulfil its obligations under the Transaction Documents;

(x) If receiver or a liquidator has been appointed or allowed

to be appointed in respect of all or any part of the

undertaking of the Issuer and/ or Guarantor or revenues

of the Issuer and/ or Guarantor;

(xi) If a petition for winding up/ dissolution of the Issuer

and/or Guarantor shall have been admitted or if an order

of a court of competent jurisdiction is made for the

winding up of Issuer and/ or Guarantor otherwise than

in pursuance of a scheme of amalgamation or

reconstruction previously approved in writing by the

Debenture Trustee or if a resolution is passed by the

members of the Issuer and/ or Guarantor for winding

up;

(xii) If an attachment or distraint, execution or other legal

process is levied, enforced or sued out on or against any

material part of the assets of the Issuer and/ or

Guarantor and/ or certificate proceedings are taken or

commenced for recovery of any dues from the Issuer

and/or Guarantor;

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(xiii) The Issuer utilizes the Subscription Amount for

purposes other than the Purpose. The Issuer undertakes

not to use proceeds for investment in any capital

market, real estate, on lending, speculative purposes

and other activities not permitted by RBI for bank

finance;

(xiv) The Issuer and/ or Guarantor ceases or threatens to

cease to carry on its business or gives notice of its

intention to do so or if it becomes unlawful or illegal for

the Issuer and/ or Guarantor to carry on its business or

perform its obligations under the Transaction

Documents or if any of the Transaction Documents or

part thereof ceases to be valid, for any reason,

whatsoever;

(xv) If a moratorium is declared in respect of any

indebtedness of the Issuer and/or Guarantor;

(xvi) If the Issuer defaults in payment upon the exercise of

Early Redemption by the Debenture Holders as set out

under the Transaction Documents;

(xvii) If the Issuer and/or Guarantor is carrying on business at

a loss and it appears to the Debenture Trustee that

continuation of its business will endanger the interest of

the Debenture Holders or if the Issuer and/or Guarantor

stops, suspends or threatens to stop payment of all or

any of its debts, or repudiates any Transaction

Document or threatens to do so or proposes or makes

an agreement for the deferral, rescheduling or other

readjustment of all or any of its debts or the Issuer

and/or Guarantor has admitted in writing its inability to

pay the outstanding sums relating to the Redemption

Amount and Amounts Due or any of the existing debts

of the Issuer and/or Guarantor under any agreement,

contract, declaration, Guarantee, etc. or proposes or

makes a general assignment or an arrangement or

composition with or for the benefit of the relevant

creditors of the Issuer and/or Guarantor in respect of

any of such debts;

(xviii) If in the opinion of the Debenture Trustee, the interest

of the Debenture Holders may be adversely affected or

any event or a series of events have occurred (including

happening of an event which in the opinion of the

Debenture Trustee is a force majeure event) which

constitute a Material Adverse Effect;

(xix) If the Issuer and/ or Guarantor fails to comply with any

financial covenants/ security covenants/ ownership

covenants as mentioned in the Transaction Documents;

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(xx) If the Issuer fails to meet any Conditions Subsequent

and/ or any information covenant, within stipulated

timelines;

(xxi) In the event, there is a fall in direct/ indirect

shareholding of the Promoter to below 51% (fifty-one

percent) of the equity share capital in the Issuer (taken

on fully diluted basis); and/ or if the Promoter ceases to

have Management Control of the Issuer;

(xxii) In the event, there is a fall in direct/ indirect

shareholding of the promoter of the Promoter as per the

shareholding pattern filed by the Promoter on the BSE

as of June 30, 2019, to below 45% (forty five percent)

of the equity share capital in the Promoter; and/ or if the

promoters of the Promoter cease to have Management

Control of the Company;

(xxiii) In the event, there is any adverse revision/ restatement

of the Issuer’s and/or Guarantor’s financial statements

(except as already announced);

(xxiv) In the event there is a commencement of any action

under RBI guidelines on “Prudential Framework for

Resolution of Stressed Assets” (dated June 07, 2019)

and amendments thereto, or any other similar RBI

guidelines with respect to the Guarantor or Issuer or any

of its subsidiaries or holding company;

(xxv) In the event, the operating licenses and regulatory and

other authorizations and approvals of the Issuer and/or

Guarantor are revoked, which may result in a Material

Adverse Effect;

(xxvi) In case any of the Debentures are delisted from the BSE

and not relisted within 5 (five) days of such delisting;

(xxvii) Any of the directors or Persons holding key

management positions (i.e. managing director/ chief

executive officer and/ or directors) of the Issuer and/or

Guarantor is declared as wilful defaulter in RBI’s list of

wilful defaulters;

(xxviii) Any of the promoters and/ or the directors of the Issuer

and/or Guarantor are accused of, charged with, arrested

or convicted in a criminal offence involving moral

turpitude, dishonesty, bribery, are declared as fugitive

economic offender under the Fugitive Economic

Offenders Act, 2018 or which otherwise impinges on

the integrity of the such promoter and/ or director,

including any accusations, material charges and/or

convictions of any offence relating to bribery;

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(xxix) Any Encumbrance is created on the shares held by the

Promoter in the Company, without prior consent of the

Debenture holders/ Debenture Trustee;

(xxx) Failure by the Guarantor to issue guarantee in favour of

the Debenture Trustee as per the terms of the


(xxxi) The Deed of Corporate Guarantee executed or

furnished by or on behalf of the Guarantor becomes

illegal, invalid, unenforceable or otherwise fails or

ceases to be in effect, or fails or ceases to provide the

benefit of the liens, rights, powers, privileges or

security interests purported or sought to be created

thereby; and

(xxxii) Any force majeure event, an event not in the control of

Issuer or the Guarantor, for example, riot, war, act of

terror, earthquake, flood, fire, industrial disputes, strike

or any events of similar nature occurs.

(xxxiii) One or more judgments or decrees are entered against

the Issuer and/ or Guarantor involving a liability (not

paid or not covered by a reputable and solvent insurance

company), individually or in the aggregate, exceeding

5% (Five percent) of the total Assets of such person and

such judgments or decrees are either final and non-

appealable or are not vacated, discharged or stayed

pending appeal for any period of 30 (Thirty) calendar

days;

(xxxiv) Any of the Transaction Documents failing to provide

the Security Interests, rights, title, remedies, powers or

privileges intended to be created thereby (including the

priority intended to be created thereby), or such security

interests failing to have the priority contemplated under

the Transaction Documents, or the security interests

becoming unlawful, invalid or unenforceable.

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

accordance with Indian law. The Issuer, the Debentures and

Issuer’s obligations under the Debentures shall, at all times, be

subject to the directions of SEBI. The Debenture holders, by

purchasing the Debentures, agree that the courts and tribunals in

Delhi shall have non-exclusive jurisdiction with respect to

matters relating to the Debentures.

Clear Market Provision The Issuer and the Group shall ensure that they will not bring

any other primary issue of the debentures with more favourable

terms within 12 (twelve) weeks from Deemed Date of

Allotment.

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Legal Expenses The Issuer will incur all legal expenses (including without

limitation, legal fees, disbursements, title, valuation and stamp

duty) and execution of the Transaction Documents.

All charges/ fees and any amounts payable in respect of the

issuance of the Debentures by the Issuer to the Investor as

mentioned herein do not include any applicable taxes, levies

including GST etc. and all such impositions shall be borne by

the Issuer additionally. However, any TDS as applicable may be

deducted out of the payment due and paid as charges/ fees/

interest on the Debentures.

DECLARATION

(i) It is hereby declared that this Information Memorandum contains full disclosure in accordance

with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and

amendments made thereto.

(ii) The Issuer also confirms that this Information Memorandum does not omit disclosure of any

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

under which they are made, misleading. The Information Memorandum also does not contain

any false or misleading statement.

(iii) The Issuer accepts no responsibility for the statements made otherwise than in this Information

Memorandum or in any other material issued by or at the instance of the Issuer and that any one

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

DECLARATION BY THE DIRECTORS THAT

(i) the Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder;

(ii) the compliance with the said Act and the rules made thereunder does not imply that payment of dividend or Interest or repayment of Debentures, if applicable, is guaranteed by the Central Government; and

(iii) the monies received under the offer shall be used only for the purposes and objects indicated in the private placement offer cum application letter.

I am authorized by the Board of Directors of the Company vide resolution dated August 8, 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed:

FOR ASHOKA CONCESSIONS LIMITED

Name : Ashish A. Kataria Designation : Managing Director DIN : 00580763 Date : 04.09.20 19 Place : Mumbai

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SECTION V: DISCLOSURES PERTAINING TO WILFUL DEFAULT

(i) Name of the bank declaring the entity as a wilful defaulter: N.A.

(ii) The year in which the entity is declared as a wilful defaulter: N.A.

(iii) Outstanding amount when the entity is declared as a wilful defaulter: N.A.

(iv) Name of the entity declared as a wilful defaulter: N.A.

(v) Steps taken, if any, for the removal from the list of wilful defaulters: N.A.

(vi) Other disclosures, as deemed fit by the Issuer in order to enable Investors to take informed

decisions: N.A.

(vii) Any other disclosure as specified by SEBI: N.A.

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SECTION VI: INFORMATION RELATING TO TERMS OF OFFER

Who Can Apply

Only the Persons who are specifically addressed through a communication by or on behalf of the Issuer

directly by way of a serially numbered IM accompanied with the Application Form are eligible to apply

for the Debentures. An application made by any other Person will be deemed as an invalid application

and rejected. In order to subscribe to the Debentures, a Person must be either a:

(i) Scheduled Commercial Banks in India;

(ii) NBFCs and RNBCs registered with the RBI;

(iii) Indian companies and other bodies corporate;

(iv) Rural regional banks in India;

(v) Insurance companies registered with IRDA;

(vi) Financial institutions, including All India Financial Institutions;

(vii) Housing finance companies registered with the National Housing Board;

(viii) Provident Funds, Gratuity, Superannuation and Pension Funds, subject to their investment

guidelines;

(ix) Mutual Funds (acting through asset management companies and trustee companies);

(x) FIIs;

(xi) QFIs; and

(xii) FPIs,

in each case, in accordance with the Applicable Law.

THE DEBENTURES CAN BE APPLIED FOR ONLY IN DEMATERIALISED FORMAT

Applications under Power of Attorney/ Relevant Authority

In case of an application made under a power of attorney or resolution or authority, a certified true copy

thereof along with memorandum of association and articles and/ or bye-laws must be attached to the

Application Form at the time of making the application, failing which, the Issuer reserves the full,

unqualified and absolute right to accept or reject any application in whole or in part and in either case

without assigning any reason thereto. Names and specimen signatures of all the authorised signatories

must also be lodged along with the submission of the completed application. Further modifications/

additions in the power of attorney or authority should be notified to the Issuer at its registered office.

DISCLAIMER:

PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS IM HAS BEEN SPECIFICALLY

ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF

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COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY

REASON FOR THE SAME. THE ISSUER MAY, BUT IS NOT BOUND TO REVERT TO ANY

INVESTOR FOR ANY ADDITIONAL DOCUMENTS/ INFORMATION, AND CAN ACCEPT OR

REJECT AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN

THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER

DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS,

REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO

CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS/ GUIDELINES, ETC.

GOVERNING OR REGULATING THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE

ISSUER IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY

STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE ISSUER

REQUIRED TO CHECK OR CONFIRM THE SAME. NON-RESIDENTS CANNOT APPLY FOR

OR HOLD THESE DEBENTURES.

PLEASE NOTE THAT, BY SIGNING THE APPLICATION FORM, THE INVESTOR

ACKNOWLEDGES THAT THE INVESTOR IS DULY AUTHORISED, WHETHER UNDER

APPLICABLE LAW, OR UNDER THE INVESTOR’S CONSTITUTION DOCUMENTS OR

OTHERWISE TO SUBSCRIBE TO THE ISSUE AND THE PERSON SIGNING THE APPLICATION

FORM IS A DULY AUTHORISED SIGNATORY IN THIS REGARD.

Rejection of Applications

Application may be rejected on one or more technical grounds, including but not restricted to:

• Applications not duly signed by the sole/ joint applicants.

• Amount paid doesn’t tally with the amount payable for the Debentures applied for.

• Application by Persons not competent to contract under the Indian Contract Act, 1872 including

minors (without the name of guardian) and insane Persons.

• PAN not mentioned in the Application Form.

• GIR number furnished instead of PAN.

• Applications for amounts greater than the maximum permissible amounts prescribed by

applicable regulations.

• Applications by Persons/ entities who have been debarred from accessing the capital markets by

SEBI.

• Applications by any Persons outside India.

• Any application for an amount below the minimum application size i.e. INR 10,00,000.

• Application for number of Debentures, which are not in multiples of 1 or is less than the

minimum application size i.e. INR 10,00,000.

• Applicant’s details not provided in Application Form.

• Application under power of attorney or by limited companies, corporate, trust etc., where

relevant documents are not submitted.

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• Applications accompanied by stock invest/ money order/ postal order.

• In case the subscription amount is paid in cash.

• Demat details not provided or is incorrect or inadequate.

• Application Forms not accompanied by Acknowledgement Slip in prescribed format for receipt

of Application Money.

For further instructions regarding application for the Debentures, Investors are requested to read

the instructions provided in the Application Form.

How to Apply

This being a Private Placement Offer, Applicants who have been addressed through this

communication directly, i.e., the Applicant can alone apply.

All Application Forms, duly completed, together with cheque/ demand draft for the amount

payable drawn or made payable in favour of “ASHOKA CONCESSIONS LIMITED” and

crossed “Account Payee only”, on application must be delivered before the closing date of the

Issue to the Company.

Applications for the Debentures must be in the prescribed form (enclosed) and completed in

BLOCK CAPITAL LETTERS in English and as per the instructions contained therein.

Applications complete in all respects (along with all necessary documents as detailed in this

Private Placement Offer Letter) must be submitted before the last date indicated in the issue time

table or such extended time as decided by the Company, at the registered office of the Company,

accompanied by the subscription amount by way of cheque(s)/ demand draft(s) drawn on any

bank including a co-operative bank which is situated at and is a member of the Bankers’ clearing

house located at a place where the Application Form is submitted. Such Application Money for

subscription of the Debentures shall be made from the bank account of the Applicant and the

Company shall keep the record of the bank account from where such payments of subscription

have been received. However, where the Debenture(s) is held by joint holders, then Application

Money in respect of such Debentures shall be paid from the bank account of the applicant whose

name appears first in the Application Form.

Outstation cheque(s)/ Bank draft(s) drawn on Bank(s) not participating in the clearing process at

the designated clearing centres will not be accepted. Money orders/ postal orders/ cash will also

not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand

drafts lost in mail.

No separate receipt will be issued for the Application Money. However, the Company receiving

the duly completed Application Form will acknowledge receipt of the application by stamping

and returning to the Applicant the acknowledgment slip at the bottom of the each Application

Form.

As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques

due to loss/ misplacement, the Applicant should furnish the full particulars of his or her bank

account (i.e. account number, name of the bank and branch) at the appropriate place in the

Application Form.

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Details of Collection Bank Account of the Company

Beneficiary : Ashoka Concessions Limited

Bank : State Bank of India

Branch Name : Old Agra Road, Nasik

MICR Code : 422002002

Account Name : Ashoka Concessions Limited

Account No. : 33535516591

IFSC Code : SBIN0001469

Address : Old Agra Road, Nashik, Maharashtra - 422002

The Issuer shall circulate copies of the IM along with the serially numbered Application Form,

either in electronic or physical form, to the Applicants and the Application Form will be

specifically addressed to such Applicants. The Issuer will make the requisite filings with the

concerned Registrar of Companies within the stipulated time period as required under section

42 of the Companies Act, 2013.

All applications for the Debenture(s) to be issued in pursuance of this IM must be in the

prescribed Application Form and be completed in block letters in English language.

Submission of Documents by Applicants

The Applicants shall submit the following additional documents along with the Application Form:

• Memorandum and articles of association/ documents governing constitution

• Government notification/ certificate of incorporation

• SEBI registration certificate, if applicable

• Resolution authorizing investment along with operating instructions (for companies)

• Power of attorney (original and certified true copy)

• Specimen signatures of authorised Persons

• Copy of PAN card

Basis of Allotment

The Issuer reserves the right to reject in full or partly any or all the applications received by it from the

Investors, without assigning any reason for such rejections.

Date and Time of Receipt of Funds:

Pay-In-Date: September 04, 2019

The Time of Receipt of Funds shall be the time of receipt of Application Money in the Designated

Account on the Pay-In-Date for the purpose of subscribing in the Issue.

Notwithstanding the above, the Issuer reserves the right to determine the Basis of Allotment at its sole

discretion. For further clarity, please refer to the section titled “How to Apply”.

Debentures Allotment/ Refunds

Allotment of Debentures shall be made on dematerialised basis as provided in the Application Form.

Pending Allotment, all monies received for subscription of the Debentures shall be kept by the Issuer in

the Designated Account with a scheduled bank and shall be utilized only for the purposes permitted

under the Companies Act, 2013. In case no demat details are provided in the Application Form or such

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details is incomplete or insufficient, the Issuer reserves the right to hold the Application Money till such

details are provided accurately.

The Issuer shall on the Deemed Date of Allotment (where the Application has been accepted), issue a

duly stamped physical Debenture Certificate/ letter of allotment and promptly, thereafter and in no event

later than 2 (two) Business Days from the Deemed Date of Allotment credit the allotted securities to the

respective beneficiary account.

If the Debentures are not allotted within 60 (sixty) days from the date of receipt of the payments from

the Applicants, the Issuer shall repay such monies to the Applicants within 15 (fifty) days from the date

of completion of the aforesaid 60 (sixty) days. If the Issuer fails to repay the payments within the

aforesaid period, it shall be liable to repay that money with interest at the rate of 12% per annum from

the expiry of the sixtieth day.

Issue of Debentures in Demat Form

The Issuer shall issue the Debentures in dematerialized form and has made necessary arrangements with

National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL)

for the same and shall apply for the ISIN code for the Debentures. Investors shall hold the Debentures

in demat form and deal with the same as per the provisions of Depositories Act and the rules as notified

by NSDL/ CDSL, from time to time. Investors should, therefore mention their DP's name, DP-ID

Number and Beneficiary Account Number at appropriate place in the Application Form. The Issuer shall

credit the Debentures allotted to the respective beneficiary accounts of the Applicants within 2 (two)

Business Days from the Deemed Date of Allotment.

The Debentures shall be allotted by way of a letter of allotment on the Deemed Date of Allotment and

promptly, thereafter and in no event later than 2 (two) Business Days from the Deemed Date of

Allotment, the allotted securities shall be credited to the respective beneficiary account.

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Refunds

For applicants whose applications have been rejected or allotted in part, refund orders/ letter(s) of regret,

as the case may be, will be dispatched within 2 (two) days from the Deemed Date of Allotment by

registered post/ speed post or as per extant postal rules at the sole risk of the Applicant. In case the Issuer

has received moneys from Applicants for Debentures in excess of the aggregate of all the Application

Money relating to the Debentures in respect of which allotments have been made, the Issuer shall repay

the moneys to the extent of such excess forthwith. Refunds shall be made by way of NEFT or RTGS or

other mean applicable.

Record Date

The Record Date for payment of the secured obligations will be 15 (fifteen) days prior to each Due Date,

as the case may be.

Payment of Redemption

The Debentures shall be redeemed by the Issuer as per the Issue Details (set forth above).

Procedure for Redemption

Since the Debentures are held in dematerialized form, no action is required on the part of the Debenture

Holder(s) at the time of redemption of the Debenture. The name(s) would be as per the Depositories'

records on the Record Date fixed for the purpose of redemption.

All such Debenture will be simultaneously redeemed through appropriate debit corporate action. The

Issuer shall compute the Redemption Amount and Amounts Due to be paid to each of the Debenture

Holders. The redemption proceeds shall be directly credited through RTGS or NEFT or by cheque/

demand draft as per Applicable Laws and through the Designated Account-Debenture Payments. Once

the redemption proceeds have been credited to the account of the Debenture Holder(s), the Issuer's

liability to redeem the Debentures on the date of redemption shall stand extinguished and the Issuer will

not be liable to pay any interest, income or compensation of any kind from the date of redemption of the

Debenture(s).

Rights of Debenture holders

The Debenture Holders shall have such rights as specified in the Articles and the Companies Act.

Modification of Rights

Any change or modification to the terms of the Debentures or this Information Memorandum or the

Transaction Documents shall require approval of such of Debenture Holders holding in aggregate at

least 51% (fifty one percent) of the Redemption Amount of the Debentures issued and outstanding under

the Transaction Documents. Upon obtaining such approval, the Debenture Trustee and the Issuer shall

give effect to the same by executing necessary deed(s) supplemental to these presents (as necessary).

Mode of Transfer of Debentures

The Debentures and the rights and obligations thereunder shall be freely transferable by the Debenture

Holders without prior written consent of the Issuer to any third Person in accordance with the procedure

for transfer of dematerialized securities under the Depositories Act, Securities and Exchange Board of

India (Depositories and Participants) Regulations, 1996, rules notified by the Depositories/ DP from

time to time and other Applicable Laws and rules notified in respect thereof, as amended from time to

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time. The Debenture Holders shall have the right to novate or assign the rights and/ or benefits under the

Transaction Documents without the prior written consent of the Issuer. All costs/ fees/ expenses in

relation to such transfer shall be borne by the Debenture Holders.

In the event of the dissolution, bankruptcy, insolvency, winding up or analogous event of any of the

Debenture Holders, the Debentures held by such Debenture Holder shall be transmittable to the legal

representative(s), successor(s) or the liquidator, as the case may be, in accordance with the Applicable

Laws.

The provisions relating to transfer and other related matters in respect of debentures of the Issuer

contained in the Articles of the Issuer and the Companies Act shall apply, mutatis mutandis (to the extent

applicable to Debentures) to the Debentures as well.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In

the absence of the same, redemption premium will be paid/ redemption will be made to the Person,

whose name appears in the Register of Debenture Holders/ records of the Depository. In such cases,

claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Issuer.

Transfer cannot be made to the Persons who are prohibited from holding debentures by Applicable Law.

Notices

All notices to the Debenture Holder(s) required to be given by the Issuer shall be given by facsimile, by

email or by personal delivery or by sending the same by prepaid registered mail and shall be effective

(a) if sent by fax, when sent (on receipt of a confirmation to the correct fax number) or if sent by email,

when sent ; (b) if sent by hand delivery, when delivered; (c) if sent by courier, 3 (three) Business Days

after deposit with a courier and (d) if sent by a registered letter, when the registered letter would, in the

ordinary course of post be delivered, whether actually delivered or not.

A copy of all notices issued by the Issuer and addressed to the Debenture Trustee, shall simultaneously

be sent to each of the Debenture Holders by the Issuer.

Depository arrangement

The Issuer has entered into depository arrangements with National Securities Depository Limited

(NSDL) and Central Depository Services Limited (CDSL) for issue and holding of the Debenture(s) in

dematerialized/ electronic form.

As per the provisions of Depositories Act, the Debentures issued by the Issuer can be held in a

dematerialized/ electronic form, i.e., not in the form of physical certificate but be fungible and be

represented by the statement issued through electronic mode.

In this context:

(i) Agreements have been signed by the Issuer with NSDL/CDSL for offering a depository option

to the Investors.

(ii) The Applicant(s) must have at least one beneficiary account with any of the DP of NSDL/CDSL

prior to making the application.

(iii) The Applicant(s) must necessarily fill in the details (including the beneficiary account number

and Depository Participant's ID) appearing in the Application Form.

(iv) Debenture(s) allotted to the Applicant(s) will be credited directly to the Applicant's Beneficiary

Account with his/their DP within 2 (two) Business Days from the Deemed Date of Allotment.

89 | P a g e

(v) Names in the Application Form should be identical to those appearing in the Beneficiary

Account details in the Depository. In case of joint holders, the names should necessarily be in

the same sequence as they appear in the account details in the Depository.

(vi) If incomplete/ incorrect details are given under the heading 'Applicant’s depository details' in

the Application Form, it is liable to be rejected.

(vii) The address, nomination details, bank account details and other details of the applicant as

registered with his DP shall be used for all correspondence with the Applicant(s). The

Applicant(s) are therefore responsible for the correctness of his demographic details given in

Application Form vis-à-vis those with his/their DP. In case information is incorrect or

insufficient, the Issuer would not be liable for losses, if any.

(viii) Redemption Amount and Amounts Due with respect to the Debentures held in dematerialized/

electronic form would be paid to those Debenture Holders whose names appear on the list of

beneficial owners provided by NSDL/ CDSL to the Issuer as on Record Date. In case of those

Debenture(s) for which the beneficial owner is not identified by the Depository as on the Record

Date, the Issuer would keep in abeyance the payment of redemption premium/ Redemption

Amount/ Amounts Due, till such time that the beneficial owner is identified by the Depository

and conveyed to the Issuer, whereupon the interest or benefits will be paid to the beneficiaries,

as identified.

PLEASE NOTE THAT THE ISSUE OF DEBENTURES SHALL BE IN DEMAT FORM ONLY

Effect of Holidays

(i) If any Redemption Date, Early Redemption Date and/ or any other date on which the Debentures

are to be redeemed falls on a day which is not a Business Day, all payments to be made on such

date (including accrued redemption premium) shall be made on the immediately preceding

Business Day.

(ii) If the Due Date in respect of any other monies payable in respect of the Debentures (save and

except as provided in sub-paragraph (a) above) falls on a day which is not a Business Day, the

immediately succeeding Business Day shall be the Due Date for such payment.

Day Count Convention

Redemption premium and all other charges, including default interest and additional interest, if any,

shall accrue based on an actual /actual day count convention.

Obligations of Investors

Notwithstanding anything contained hereinabove, every potential investor/ Investor of the Debentures

must read, understand and accept, and shall be deemed to have read, understood and accepted, the terms

and conditions of this IM prior to investing in the Debentures.

As a Debenture Holder, every initial Investor undertakes by virtue of this IM, that if the initial Investor

as the Debenture Holder sells the Debentures to subsequent Investors, the initial Investor as the

Debenture Holder shall ensure that such subsequent investors receive from the Debenture Holder, a copy

of this IM, and shall sell the Debentures to a subsequent investor only if such subsequent investor has

read, understood and accepted all the terms and conditions referred to above and is an Investor who falls

within the specified categories (''Who can apply"). Any such subsequent investor shall be deemed to

90 | P a g e

have read, understood and accepted the terms and conditions in the documents referred to above prior

to investing in the Debentures.

Any Person selling these Debentures would be responsible for ensuring full and prior disclosure of the

terms and conditions of the Debentures to the Person(s) to whom they are selling these Debentures and

shall sell the Debentures only if the subsequent Investor has read, understood and accepted all the terms

and conditions. The Issuer would presume full knowledge of the contents of this IM and a full

understanding of the Debentures, their nature and the applicable terms and conditions on the part of any

Person holding/ buying these Debentures, and no claim to the contrary shall be entertained.

Debenture Redemption Reserve (DRR)

Adequate Debenture Redemption Reserve shall be created by the Issuer as per the applicable statutory

provisions.

91 | P a g e

SECTION VII: UNDERTAKING BY THE ISSUER

The Issuer undertakes that:

(i) It shall attend to the complaints received in respect of the Issue expeditiously and satisfactorily;

(ii) The funds required for making refunds, if any, shall be made available on time; and

(iii) That necessary co-operation shall be extended to credit rating agency in providing true and

adequate information till the debt obligations in respect of the instruments are outstanding.

92 | P a g e

SECTION VIII: UNDERTAKING TO USE A COMMON FORM OF TRANSFER

(i) The Issuer will issue Debentures in dematerialized form only and there will not be any

Debentures in physical mode (except as mentioned herein under prior to credit of the NCDs to

the Investor’s demat account). Also, the normal procedure followed for transfer of securities

held in dematerialized form shall be followed for transfer of these Debentures held in electronic

form. The seller should give delivery instructions containing details of the buyer’s DP account

to his DP.

(ii) The Debentures shall be issued only in dematerialized form in compliance with the provisions

of the Depositories Act, any other applicable regulations (including of any relevant stock

exchange). No physical certificates of the Debentures would be issued (except as mentioned

herein under prior to credit of the NCDs to the investor demat account). The transfer of

Debentures in dematerialized form shall be in accordance with the procedure of transfer

prescribed by the relevant depository and Applicable Law.

(iii) However, the Issuer would use a common transfer form for physical holdings, if at a later stage

there is any holding in physical form due to the depository giving the rematerialisation option

to any Investor.

93 | P a g e

SECTION IX: REGULATIONS AND POLICIES

The regulations set out below are not exhaustive and are only intended to provide general information

to Investors and is neither designed nor intended to be a substitute for professional legal advice in relation

to the Debentures. Laws applicable to the Issuer in general have not been included below. The statements

below are based on the current provisions of Indian law and the judicial and administrative

interpretations thereof, which are subject to change or modification by subsequent legislative,

regulatory, administrative or judicial decisions.

Regulations relating to the Debentures

Issuance

The provisions of Section 71 of the Companies Act and the SEBI Debt Listing Regulations govern the

issuance of the Debentures. The Issuer shall issue secured/ unsecured debentures in accordance with the

provisions of Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014.

Redemption

The Issuer shall pay Interest and redeem the Debentures in accordance with the Terms of the Issue set

out in this Information Memorandum and the provisions of Section 71 of the Companies Act.

Debenture Redemption Reserve

The Issuer shall create a Debenture Redemption Reserve for the purpose of redemption of Debentures

out of the profits of the Issuer available for payment of dividend and the amounts credited to such

account shall not be utilized for any purpose except for the redemption of Debentures. The Issuer shall

create the reserve in accordance with the provisions and subject to the conditions set out in Rule 18 of

the Companies (Share Capital and Debentures) Rules, 2014.

Debenture Trust Deed

The Issuer shall execute the Debenture Trust Deed with the Debenture Trustee within 30 (thirty) days

from the Deemed Date of Allotment.

SECTION X: INSPECTION OF DOCUMENTS

(i) Memorandum and Articles of Association of the Issuer.

(ii) Certificate of incorporation dated April 04, 2011.

(iii) Certified true copy of resolution passed by the Board of Directors on August 8,20 19 according approval for (a) issue of Debentures on private placement basis; and (b) finalization and adoption of this IM.

(iv) Certified true copy of the Resolution passed by the Board of Directors of the Company dated August 8, 2019 authorizing issue of Debentures on private placement basis.

(v) Certified true copy of the shareholders' resolution passed in the meeting held on August 2, 2019, approving the private placement of Debentures.

(vi) Annual Reports of the Issuer for last 3 (three) FY.

(vii) Copy of letter dated August 29, 2019 received from CRISIL granting provisional credit rating to the Debentures issued in pursuance of this IM.

(viii) Copies of the agreements executed with NSDL or CDSL.

(ix) Statement containing particulars of all material contracts and agreements

The above material documents and contracts will be available for inspection between 10.00 a.m. and 5.00 p.m. on all Business Days, till the Issue Closing Date, at the office of the Issuer mentioned below.

Confidentiality

The information and data contained herein is submitted to each recipient of this TM on a strictly private and confidential basis. By accepting a copy of this TM, 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 transactions described herein or will divulge to any other party any such information. This TM 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. If at any time any such reproduction or disclosure is made and the Tssuer suffers any loss, damage or incurs liability of any kind whatsoever arising out of or in connection with any such reproduction or disclosure, the recipient of this IM breaching the restriction on reproduction or disclosure agrees to hold harmless and indemnify the Issuer from and against any such loss, damage or liability.

Signed pursuant to the authority granted by the Board of Directors of the Tssuer at its meeting held on August 8, 2019.

FOR ASHOXA CONCESSIONS LIMITED

CES

Name Designation DTN Date Place

Ashish A. Kataria Managing Director 00580763 04.09.2019 Mumbai

(p

94 P a g

Ratings CRISILAKACLI/229400/NCD/08190 I082August 29, 2019

co:\'nIlENTIALAn S&P Global Company

;\Ir. I'aresh i\lehtaChief Financial OfficerAshoka Concessions LimitedAshoka House, Ashoka Marg, Vadala.Nashik - 422011Tc];02532422704

D~ar Mr. Paresh Mehta,

Re: CIHSII. Rating on the Rs.150 Crore Non-Con\'utilJle Debentures of Ashoka Concessions limited (ACL)

We refer 10your request for a raling for the captioned bonds.

CRISIL has, after due consideration, assigned a rating of "I~ro,.isional CRISIL AA-(SO)/Stable"" (pronounced asCRISIL double A minus structured obligation rating with stable outlook) rating to the captioned debt instrument.Instruments with this rating arc considered to have high degree of safety regarding timely servicing of financial obligations.Such in!itrumcnts carry very low credit risk.

Kindly note that the provisional rating will be converted to final rating after CRISIL receives the following confirmationsand transaction documents duly executed within 120 days from the date of assignment of the provisional rating, to thesatisfaction ofCRISIL

• Debenture Trust Deed• Term sheet• Corporate guarantee from ABL

/...' ;.. ..~~------~y~5'--

Nivedita ShibuAssociate Director - CRISIL Ratings

With wann regards,

Yours sincerely,f\ . .' t".,...~Sushmita MajumdarDirector - CRISIL Ratings

CRISIL will issue a final mting leiter on receipt of documents mentioncd above.

Please note that, in arriving at the mtings, CRlSIL has assumed that the representations made by ACL are true and that thestruelUre, shall work and opemte as represented by ACL. CRISIL docs not guarantee the accuracy, adequacy, or completcness ofthe representations made by you to CRISIL and/or the representations made in the transaction documcnts. CRISIL is notresponsible for any acts of commission or omission oftne ACL and/or the Trustee.

As per our Rating Agreement, CRISIL would disseminate the mting along with outlook through its publications and other media,and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL reserves the right to withdmw, orrevise the rating I outlook assigned to the captioned instrument at any time, on the basis of new information. or unavailability ofinformation, or other circumstances which CRISIL believes may have an impact on the mting.

As per the latest SEBI circular (reference number: CIRlIMD/DF/l7/2013; dated October 22, 2013) on centralized database forcorporJte bonds/debentures, you are required to provide international securities identification number (ISIN; along with thereference number and the date of the ruting letter) of all bond/debenture issuances made against this mting letter to us. The circularalso requires you 10 share this information with U!iwithin 2 days after the allotment of the ISIN. We request you to mail us all thenecessary and relevant information at [email protected]. This will enable CRISIL to verify and confirm to the depositories,including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEB!. Fcel frcc to contact us for any clarificationsyou may have at dd,tissuc(,icrisi!.o:(>m

Should you require any clarifications. please feci free to get in touch with us.

\\lith wann regards.

A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and doesnol consliMe an audit of the raltrl entity by CRISIL CRISIL ratings are based Of! information provided by the issuer or obtained by CRISILfrom sources It considers reliable. CRISIL doos not guarantee the completeness or accuracy of the information on which the rating is based.A CRIS/L rating is not a recommendation to buy. sell. or hold the rated instrument; it does not comment on the market price or suitability for apar1icular investor. All CRIS/L ratings are under surveillance, CRISIL or Its associates may have other commercial transactions with thecompany/entity. Ratings are revised as and when circumstances so warrsnl. CRISIL is not responsible for any errors and especially statesthat it has no financial liability whatsoever to the subscribers I us&MI,fWeMmiM,lf; I distributors of this prodUCJ.CRISIL Ratings rating criteriaare available without charge to the public onQbl'p6~Id'Mrttt?~uIl'llfMC[iMfOOMfl"9Pf'~9 information on any instrument of any

CRISILHouse, Central Avenue, Hiranandani Blisiness Park, Powai, Mumbai • 400076. Phone: +91 2233423000 I Fax: +91 22 4040 5800_w.crisll.com

Annexure A

mailto:[email protected].

Ratings CRISILAn S&P Global Company

I'IAprefix of 'PrOl'lsional' ;ndicate.~ that the ruling centmlly factors in Ihe strength of specific Slmclures, and wi/! be supportedby certain critical documenttltion by the ismer. wi/hour which the raring would either have been dijferenl or nol assigned abinirio. This is in compliance lI'ilh a May 6, 1015, direclh'(' by the Securities and Exchange Boord of India (SEBI),'Standardising the term, rating symhol. and manner of disclosure with regard (0 conditional! provisional/ in-principle ratingsassigne,I by credit rating agencies (eRAs)'

rcA""C"R"IS"I"LC'~';;lin~g;-;;";;,;:;,,O,;;,CC"R"I"S;;IL""'""',;;=;;,=".IC,;;p;;j";;ion;;;;-~"';;-;'''';;;;-;;ljkC';;''.hood;;;:;;-;;,T'';;j~;;;;'C.yCp;;,;;y~~;;;;;"'1 ~"T';;h~';;';;b"",;;,;;;'''j''';;;;';;";;";;de"'' ;;th;;,C,~,;;I••;;Cj;;",;;';;ro"'m;;,=".,C,;;";;d"d",,;:;;,"not COllstitute 8n audit of/he r8ted entity by CRISIL CRISIL ratings are based on information provided by the issuer Of obtained by CRISILfrom sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based.A CRISIL rating;s not a recommendation to buy. sell, Of hold rhe rated instrument; it does not comment on the market price or suitability for aparticular investor. All CRISIL ratings are under SUNeillance. CRISIL Of its associates may have other commercial transactions with thecompany/entity. Ratings are ravised as and when circumstances so warrant, CRISIL is not responsible for any errors and especially statesthat it has no financial liability whatsoever to the subscribers / us&ijIPlt'o.lt!fft~~/ disrn'bulors of this product. CRISIL Ratings rating criteriaare available without charge to the public or(J(rfp6:titWfd~uIMtrwCl:i817_t!CMff~GnPf£e4/'lGtIll!g informarion on any instrument of any

CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai .400076. Phone; +91 2233423000 I Fax: +91 224040 5800www.crlsll.com

Annexure A

http://www.crlsll.com

97 | P a g e

ANNEXURE B

ABRIDGED AUDITED CONSOLIDATED AND STANDALONE FINANCIAL

INFORMATION FOR LAST THREE YEARS

(i) Balance sheet (Standalone):

Particulars / Rs. In Lakhs

As at March

31, 2019

As at March 31, 2018

As at March

31, 2017

EQUITY & LIABILITIES

Shareholders' Funds

(a) Share Capital 100 100 100

(b) Reserves & Surplus

(C) Compulsorily Convertible

Debentures

5808.71 5808.71 5808.71

(d) other Equity 162678.97 170062.85 168913.45

Non-current Liabilities

(a) Long-Term Borrowings 52910.75 - -

(b) Deferred Tax Liabilities (net)

(c) Other Financial Liabilities 1276.48 1608.51 1203.28

(d) Long Term Provisions 25.82 30.85 53.12

Current Liabilities

(a) Borrowings 1219.92 12647.40 4839.94

(b) Trade Payables 270.06 66.92 405.44

(c) Financial Guarantee Liabilities

(d) Other Financial Liabilities 1762.82 760.93 4285.83

(e) Provisions 7.15 27.72 234.08

(f) Other Current Liabilities 299.88 115.78 63.41

(g) Obligation Towards Investor In Subsidiary

(h) Current Tax Liabilities

TOTAL 226360.56 191289.67 185907.26

ASSETS

Non-current Assets

(a) Fixed Assets

(i) Tangible Assets 24.50 33.91 45.84

(ii) Intangible Assets - 267.23 3796.58

(iii) Capital Work-In-Progress

(iv) Intangible assets Under Development

(b) Financial Assets

(i) Investments 191371.16 157139.86 147373.44

(ii) Loans 33751.68 32228.60 32362.55

(c) Deferred Tax Assets (net) - 691.76 398.01

98 | P a g e

(d) Long-Term Loans & Advances - -

(e) Non-Current Tax Asset (Net) 865.66 449.63 348.31

(f) Other Non-Current Assets 0.25 0.25 0.25

Current Assets

(a) Current Investments

(b) Inventories

(c) Trade Receivables 217.49 3.70 501.87

(d) Cash and Cash equivalents 111.85 233.11 204.15

(e) Loans 5.78 235.49 876.16

(f) Other Financial Assets

(g) Other Current Assets 12.19 0.18 0.10

TOTAL 226360.56 191289.67 185907.26

(ii) Statement of Profit and Loss (Standalone)

Particulars / Rs. in Lakhs For Year

ended March

31, 2019

For Year ended

March 31, 2018

For Year

ended March

31,

2017

Revenue from Operations 6996.69 11143.25 9371.50

Other Income 2593.51 2610.89 6336.17

Total Revenue 9590.20 13754.14 15707.67

Expenses:

Contract & Site Expenses 4689.15 3307.66 2180.02

Cost of Material Sold

Excise Duty on Sale

Employee Benefits Expenses 842.21 866.59 664.76

Finance Expenses 3764.24 845.42 217.19

Depreciation and Amortization 289.08 6706.73 6395.62

Other Expenses 389.39 878.82 811.54

TOTAL EXPENSES 9974.07 12605.22 10269.13

Profit before exceptional items & Tax (383.87) 1148.92 5438.54

Exceptional Item 6311.00 - -

Profit before Tax (6694.87) 1148.92 5438.54

Tax Expense:

Current Tax 525.61 525.61

Tax For Earlier Years

Deferred Tax 691.76 (202.81) (202.81)

Profit after tax (7386.63) 1155.14 5115.74

Other Comprehensive Income

A (i) Items that will not be reclassified to profit or loss

(ii) Income tax relating to items that

will not be reclassified to profit or loss

4.11 (8.58) 3.97

99 | P a g e

(iii) Income Tax Effect (1.36) 2.84 (1.31)

Total Comprehensive Income for the 2.75 (5.74) 2.66

Total (Loss)/Profit for the year (7383.88) 1149.40 5118.40

(iii) Cash Flow Statement (Standalone)

Particulars / Rs. in Lakhs For Year

ended

March 31,

2019

For Year

ended March

31, 2018

For Year

ended

March 31,

2017

A. CASH FLOW

FROM OPERATING

ACTIVITIES:

Net Profit Before Extraordinary

Items and Taxation

(383.87) 1148.92 5438.54

Non-cash adjustment to reconcile

profit before tax to net cash flows

Depreciation & Amortisation

289.08 6706.73 6395.62

Fair value gains on Corporate Guarantee

(443.08) (566.11) (466.00)

Share of (Profit)/loss from

Investment in partnership firm

Interest & Finance Income

(350.10)

Finance Cost (2075.12) (2023.28) (1965.09)

Interest, Commitment & Finance Charges

3764.24 845.42 217.19

(Profit) on sale of Mutual Fund (1.58) (5.92) (3549.28)

Loss (Profit) on sale of Assets

- (0.03) -

Operating Profit Before Changes

in Working Capital

1149.67 6105.73 5720.88

Adjustments for changes in Operating Assets & Liabilities

Decrease/(increase) in Current loans 229.71 640.67 (144.60)

Decrease/(increase) in Non Current loans

48.85 (0.03) (29.03)

Decrease/(Increase) in Trade and other Receivables

(207.79) 492.17 (326.58)

Increase / (Decrease) in Trade and Operating Payable

205.89 (338.52) 169.36

Increase/(decrease) in Other Current financial liabilities

9.17 (24.70) 21.82

Decrease/(Increase) in other Current assets

(12.06) (0.03) -

100 | P a g e

Increase / (Decrease) in Long term provision

(5.04) (22.27) 40.47

Increase / (Decrease) in Other Current Liabilities

184.12 52.37 7.58

Increase / (Decrease) in Short term provision

(20.57) 18.57 1.24

Cash Generated from Operations 1581.95 6923.96 5461.14

Income Tax Paid (416.03) (619.70) (315.17)

NET CASH FLOW FROM OPERATING ACTIVITIES

1165.92 6304.26 5145.97

B CASH FLOW FROM

INVESTING ACTIVITIES :

Purchase of Fixed Assets (6.01) (4.86) (41.51)

Purchases of Non-Current Investment (39231.30) (8350.00) (15563.51)

Purchases of Current Investment - - (6603.77)

Proceeds from sale/maturity of Current Investments

1.58 6.08 (6603.77)

Loan Given to subsidiary companies 503.17 1801.29 13551.45

Acquisition of Intangibles Rights (License to collect Toll)

(273.66) (6689.86) 9859.25

NET CASH CASH FLOW USED IN INVESTING ACTIVITIES

(39006.22) (13237.35) (6380.49)

C CASH FLOW FROM

FINANCING ACTIVITIES : (18730.03)

Proceeds from Borrowings 43583.28 10007.46

Repayment of Borrowings (2100.00) (2200.00) 4839.94

Interest, commitment & Finance Charges Paid

(3764.24) (845.42) -

NET CASH FLOW FROM

FINANCING ACTIVITIES 37719.04 6962.04 (217.19)

Net Increase In Cash & Cash Equivalents

(121.26) 28.95 4622.75

Cash and Cash Equivalents at the beginning of the year

233.11 204.16 (8961.31)

Cash and Cash Equivalents at the end of the year

111.85 233.11 9165.46

COMPONENTS OF CASH AND CASH EQUIVALENTS

204.15

Balances with Banks

On current accounts 110.98 226.39

Cash on hand 0.87 6.72 194.26

101 | P a g e

Cash and cash equivalents for

statement of cash flows 111.85 233.11 9.89

204.15

(iv) Balance Sheet (Consolidated)

Particulars/ Rs. In Lakhs For Year

Ended

March -

2018

For Year

Ended March

- 2017

For Year Ended

March - 2016

EQUITY & LIABILITIES

Equity

(a) Equity Share Capital 100.00 100.00 100.00

(b) Other Equity 14437.96 44906.72 77100.86

(c) Instrument Entirely Equity in Nature 5808.71 5808.71 5808.71

Non Controlling Interest 2885.92 3669.27 4479.07

TOTAL EQUITY 23232.59 54484.70 87497.64

NON-CURRENT LIABILITIES

(a) Financial Liabilities

(i) Borrowings 404988.49 385366.19 361392.87

(ii) Other financial liabilities 230262.09 225717.36 220753.05

(b) Provisions 20614.66 11459.58 5691.96

(c) Deferred tax liabilities (Net)

(d) Other non-current liabilities 6719.84 683.88 726.34

TOTAL NON-CURRENT LIABILITIES 662585.08 623227.01 588564.22

Current Liabilities

(a) Financial Liablilities

(i) Borrowings 18347.40 4839.94 -

(ii) Trade Payables 20642.42 6697.51 956.95

(iii) Other financial liabilities 33792.34 28561.28 30754.55

(iv) Obligation to the investor in Subsidiary

(b) Other Current Liabilities 15442.98 415.82 403.42

(c) Provisions 2684.80 8015.87 14505.49

(d) Current Tax Liabilities - 224.92 -

TOTAL CURRENT LIABILITIES

90909.94 48755.34 46620.41

TOTAL EQUITY AND LIABILITIES 776727.60 726467.05 722682.27

ASSETS

Non-current Assets

(a) Property, Plant & Equipment 674.48 510.18 460.83

(b) Capital Work-In-Progress 36.92 - -

(c) Other Intangible Assets 665195.95 680869.43 691831.70

102 | P a g e

(d) Intangible assets Under Development 1626.66 1626.66 1626.66

(e)Financial Assets

(i) Investments accounted for using Equity Method

(ii) Investments Others 15382.55 13140.41 12188.36

(iii) Trade receivables 11265.99 - -

(iv) Loans

(v) Other financial assets 11826.43 11781.45 70.78

(f) Deferred Tax Assets (net) 691.76 398.01 196.43

(g) Non Current Tax Asset (Net) 1799.96 689.72 676.65

(h) Other Non-Current Assets 2931.77 6211.07 1238.00

TOTAL NON-CURRENT ASSETS 711432.47 715226.93 708289.41

Current Assets

(a) Inventories

(b) Financial assets

(i) Investments - 0.02 2426.41

(ii) Trade receivables 11418.64 737.18 19.59

(iii) Cash and cash equivalents 5084.29 1925.54 2595.29

(iv) Bank balances other than (iii) above - - 8000.00

(v) Loans

(vi) Other financial assets 30355.42 6984.40 759.61

(c) Other current assets 18436.78 1592.98 591.96

TOTAL CURRENT ASSETS 65295.13 11240.12 14392.86

TOTAL ASSETS 776727.60 726467.05 722682.27

(v) Statement of Profit & Loss (Consolidated)

Particulars/ Rs. In Lakhs

For Year

Ended

March -

2018

For Year

Ended

March - 2017

For Year

Ended March

- 2016

Revenue from Operations 141851.64 64110.16 54764.80

Other Income

514.43 4191.33 1038.61

Total Revenue

142366.07 68301.49 55803.41

Expenses:

Construction Expenses

82487.47 15967.64 9490.77

Employee Benefits Expenses

2262.45 1704.71 1255.07

Finance Expenses

69201.22 65875.90 66029.53

Depreciation & Amortization

19138.90 16276.31 14430.79

Other Expenses

2426.13 2100.49 1135.59

103 | P a g e

Total Expenses

175516.17 101925.05 92341.75

Profits / (Loss) before tax and share of profits of joint ventures and partnership firms (I- II)

(33150.10) (33623.56) (36538.34)

Share of Profit / (Loss) of joint venture, Associates and partnership firms

2242.14 952.04 (4114.79)

Profit / (Loss) Before Exceptional Items & Tax

(30907.96) (32671.52) (40653.13)

Exceptional Item - - (3864.36)

Profit/(Loss) before Tax

(30907.96) (32671.52) (44517.49)

Tax Expense :

Current Tax

439.01 525.61 -

Tax for Earlier year

2.91

Deferred Tax

(296.67) (202.81) (191.98)

Profit /(Loss) after tax for the year (V-VI) (31050.30) (32994.32) (44328.42)

(vi) Cash Flow Statement (Consolidated)

Particulars/ Rs. in Lakhs For

Year

ended

March

31,

2018

For Year

ended

March 31,

2017

For Year

ended

March 31,

2016

A CASH FLOW

FROM OPERATING ACTIVITIES:

Net Loss Before Extraordinary Items

and Taxation

33150.10 (33623.66) (36538.34)

Adjustment to reconcile

profit before tax to net cash flows

Depreciation & Amortisation

19138.90 16276.31 14430.79

Dividend Income

Interest & Finance Income

(51.70) (86.11) (0.02)

Interest Income on Others

(795.52)

Minority Interest - - -

104 | P a g e

Expected Credit Losses on Doubtful Debts & Advances

- - -

Allowance for Expected

Credit Losses on Doubtful Debts 79.95

Interest, Commitment & Finance Charges

69201.22 65875.90 66029.53

Profit on Sale of Mutual Fund

(363.12) (815.17) (215.87)

Loss from Associates (4114.79)

Provision for Resurfacing 5184.71

Provision No Longer Required (3231.00) (13.32)

Exceptional Items (3864.36)

Profit / Loss of Asset

(0.03)

Amortization of Corporate Guarantee (167.63)

Fair Value Loss on Financial Instrument at

fair value through Profit and Loss

81.58 -

Operating Profit Before Changes in

Working Capital

54687.49 44477.95 40102.81

Adjustments for changes in Operating Assets

& Liabilities:

Decrease/(Increase) in Trade Receivables (22027.40) (717.59) 86.37

Decrease/(Increase) in Non Current Loans 6754.58

Decrease/(Increase) in Other Financial Assets (23416.00) (17935.46) (368.13)

Decrease/(Increase) in Other Assets

(13564.49) (5974.09) 12310.99

(Decrease)/Increase in Trade Payables

13944.91 5740.56 154.13

(Decrease)/Increase in Provisions 3787.00 (740.63) (18848.21)

(Decrease)/Increase in Other Financial

Liabilities

7139.53 2425.66 (20391.10)

(Decrease)/Increase in Other Liabilities 21063.12 (30.07) (629.69)

105 | P a g e

Cash Generated from Operations 41614.16 27246.33 19171.75

Income Tax (1777.01) (313.76) (130.71)

NET CASH FLOW FROM OPERATING

ACTIVITIES

39837.15 26932.57 19041.03

B CASH FLOW FROM INVESTING

ACTIVITIES :

Purchase of Fixed Assets (3667.98) (5363.39) (6061.71)

Purhases/ (Sale) of Investment (Net) 3149.41 (5307.02)

Net Proceeds from Sale of Investments 363.12 815.17 215.87

Advance Given to Related Party for Purchase

of Shares

-

Proceeds from Advance Given to Related

Party for Purchase of Shares

5646.77

Finance Income 51.70 86.11

Sale proceeds of Fixed Assets 1.36

Interest on Bank Deposits 0.02

Interest on Others

795.52

NET CASH CASH FLOW FROM INVESTING

ACTIVITIES

(3251.80) (1312.70) (4710.55)

C CASH FLOW FROM FINANCING

ACTIVITIES :

Repayment of Borrowings (15203.52) (13928.18) (115094.02)

Proceeds from Borrowings 50978.11 43088.07 145498.35

Proceeds from Issue of Compulsory

Convertible Debentures

8400.03

Interest, commitment & Finance Charges (69201.22) (65875.90) (41554.16)

NET CASH FLOW FROM FINANCING

ACTIVITIES

(33426.63) (36716.01) (2749.80)

Net Increase In Cash & Cash Equivalents 3158.72 (11096.14) 11580.68

Cash and Cash Equivalents at the

beginning of the year

1925.56 13021.70 1441.01

106 | P a g e

Cash and Cash Equivalents at the end of

the year

5084.29 1925.56 13021.69

Ashoka Concessions Ltd. - Qualification/Adverse Remark - Financial Statements -

Standalone & Consolidated

Financial

Year

ended

Qualification / Adverse Remark

Standalone Financials

31.03.2015 NIL

31.03.2016 NIL

31.03.2017 NIL

31.03.2018 There are no amounts of loans granted to the companies, firms or other parties

listed in the register maintained u/s 189 of companies act, 2013 which are

overdue for more than 90 days except loan given to an associate company

amounting to Rs. 4,796.60 lakhs as at 31 March, 2018 which has been

considered doubtful and provided for books of account.

31.03.2019 There are no amounts of loans granted to the companies, firms or other parties

listed in the register maintained u/s 189 of companies act, 2013 which are

overdue for more than 90 days except loan given to an associate company

amounting to Rs. 4,796.60 lakhs which has been considered doubtful and

provided for books of account.

Consolidated

Financials

31.03.2014 NA

31.03.2015 Nil

31.03.2016 Nil

31.03.2017 Nil

31.03.2018 Nil

107 | P a g e

ANNEXURE C

APPLICATION FORM

Private Placement of Debentures

Application Form

Application No : 1

Addressee : [•]

Date : ____, 2019

To,

The Board of Directors

ASHOKA CONCESSIONS LIMITED (CIN No: U45201MH2011PLC215760)

Regd. Office: S.No. 113/2, 5th Floor, Ashoka Business Enclave,


Dear Sirs,

Having read and understood the contents of the Private Placement Offer Letter (as defined overleaf),

I/we apply for allotment to me/us of the Debentures. The amount payable on application as shown below

is remitted herewith. In case of allotment, please place my/our name(s) on the Register of Debenture

Holders. I/We bind ourselves by the terms and conditions as contained in the Private Placement Offer

Letter. We note that the Board of Directors is entitled in its absolute discretion to accept or reject this

application whole or in part without assigning any reasons whatsoever.

(PLEASE READ THE INSTRUCTIONS ON THE REVERSE CAREFULLY BEFORE FILLING UP

THIS APPLICATION FORM)

APPLICANT’S DETAILS (IN BLOCK LETTERS):

First/Sole Applicant:

_________________________________________________________________________________

____________________________

Second Applicant:

_________________________________________________________________________________

______________________________

Third Applicant:

_________________________________________________________________________________

_______________________________

Address:

_________________________________________________________________________________

______________________________________

_________________________________________________________________________________

______________________________________________

Pin Code: _____________ Tel / Mobile No: _________________________ Email:

___________________________________________________________

PAN No: ___________________________ Applicant Category Code (please refer overleaf):

________

(Furnishing of Applicant’s Details is mandatory, failing which the Application is liable to be

rejected)

Investment Details:

108 | P a g e

Face Value (Rs. / Debenture) Rs. 10,00,000 (Rupees ten lakhs only)

Issue Price (Rs. / Debenture) Rs. 10,00,000 (Rupees ten lakhs only)

Minimum Application of and in multiples of

Debentures thereafter

1 Debenture and in multiples of 1 (one) Debenture

thereafter

No of Debentures Applied

Amount Payable (Rs.)

Grand

Total

Total No of Debentures Applied

Total Amount Payable (Rs.)

Payment Details (1):

Amount Paid (Rs.) – in words

Amount Paid (Rs.) – in figures

Mode of Payment (select whichever is

applicable) □ RTGS □ FUND TRANSFER

Date of RTGS/ NEFT/ ECS/ FUND

TRANSFER

Name of the Bank through which the

Electronic Fund Transfer is made

UTR No.

Note: (1) The Application Form must be accompanied with the UTR confirmation. The details of the

bank account to which payment needs to be made are provided overleaf.

Applicant’s depository details (2):

DP Name Depository □ NSDL

□ CDSL

DP ID /

Client ID

Note: (2) Please note that allotment of Debentures shall be compulsorily made in dematerialized form.

Signature

Name of the Authorised Signatories Designation Signature

1

2

3

Date: _______________________, 2019

---------------------------------------------------------------------------------------------- Tear Here ----------------

------------------------------------------------------------------------

Application No: ______________________

ASHOKA CONCESSIONS LIMITED (CIN No: U45201MH2011PLC215760)

Regd. Office: S.No. 113/2, 5th Floor, Ashoka Business Enclave,


109 | P a g e

ACKNOWLEDGEMENT SLIP

Received from:

__________________________________________________________________________________

__ Date: ______________, 2019

Issue Price

(Rs. /

Debenture)

Rs.

10,00,000

Mode of Payment □ RTGS

□ FUND TRANSFER

Date stamp &

signature of the

Registrar

Date of Remittance

No of

Debentures

applied for

Name of the Bank

Amount Paid

(Rs.) UTR No.

110 | P a g e

INSTRUCTIONS

(i) The application would be accepted as per the terms of the issue of listed Non – Convertible

Debentures (“Debentures”) on private placement basis offered by way of the private placement

offer letter dated September 04, 2019 (“Private Placement Offer Letter”). Applicants are

requested to refer to the application procedure set forth in the Private Placement Offer Letter.

(ii) Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank

space must be left between two or more parts of the name.

(iii) The sole/ first applicant should mention his/ her/ its PAN number allotted under Income Tax

Act, 1961. Income Tax as applicable will be deducted at source at the time of payment of Interest

on Application/ refund money.

(iv) Signatures should be made in English or in any of the Indian languages. Thumb impressions

must be attested by an authorised official of a bank or by a magistrate/ notary public under his/

her official seal.

(v) The various categories of applicants eligible to apply along with their category codes are as

given below:

1 Financial Institution 3 Company, Bodies Corporate,

2 Insurance Company 4 Mutual Funds

5 Provident funds / gratuity funds /

pension funds 6

Scheduled Commercial Banks

7 Any other Person authorized to invest in

this Issue

Applicants are hereby required to ascertain their eligibility to apply for the Issue.

(vi) Applicants shall be bound by the terms and conditions as contained in the Private Placement

Offer Letter, including the basis of allotment as specified therein.

(vii) Applicants are requested to read the Private Placement Offer Letter carefully prior to making an

investment decision in the Debentures.

(viii) Allotment of Debentures shall be compulsorily made in dematerialized form.

(ix) The payment of interest/ dividend/ redemption shall be made to the bank account linked with

the demat account of the applicant, wherein the allotment of the Debentures is made/ held.

(x) Application forms duly completed in all respects must be sent via email and in original to

Registrar to the Issuer as specified below.

(xi) Application Money can be remitted only through electronic transfer of funds during the Issue

Period, i.e. during banking hours commencing from 0800 hours and ending on 1615 hours.

(xii) Cash, money orders, postal orders and stock invest WILL NOT be accepted.

(xiii) The Application Form must be accompanied with the UTR confirmation.

111 | P a g e

(xiv) Payment needs to be made to the following account:

Beneficiary Ashoka Concessions Limited

Bank State Bank of India

Branch Name Old Agra Road, Nasik

MICR Code 422002002

Account Name Ashoka Concessions Limited

Account No. 33535516591

(xv) Receipt of applications will be acknowledged by Registrar to the Issuer in the

“Acknowledgement Slip”, appearing below the Application Form. No separate receipt will be

issued.

(xvi) APPLICATIONS NOT ACCOMPANIED BY THE REQUIRED DOCUMENTS ARE

LIABLE TO BE REJECTED.

Address for submission of Application Forms along with the Relevant Documents

Annexure D

A S HO

Ashoka Concessions Limited

CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED BY THE BOARD OF DIRECTORS OF ASHOKA

CONCESSIONS LIMITED ('COMPANY') AT THEIR MEETING HELD ON AUGUST 08, 2019 AT 807, 8TH

FLOOR, THE CAPITAL, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI 51

Resolution No. 13(i): Issue of Non-Convertible Debentures (NCDs)

"RESOLVED THAT pursuant to Sections 23, 42, 71, 179 and other applicable provisions of the Companies

Act, 2013, as amended from time to time ("the Act"), the rules framed thereunder, the Securities and

Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time

to time (the "SEBI Debt Regulations"), SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Memorandum and Articles of Association of the Company and subject to the

borrowing limits as approved by the shareholders of the Company, the approval of the shareholders of

the Company by means of special resolution pursuant to section 42 of the Companies Act, 2013,

approval of the shareholders of the Company by means of special resolution under section 180 (1)(c) of

the Act and all other applicable provisions, if any, of the Act read with the Companies (Prospectus and

Allotment of Securities) Rules, 2014 (the "Rules") and the approvals, permissions and sanctions of

Securities Exchange Board of India ("SEBI"), the Stock Exchanges, the Reserve Bank of India, Government

of India and all other concerned statutory authorities, if and to the extent necessary and such other

approvals, permissions and sanctions from third parties like existing lenders, as may be necessary and

subject to such conditions and modifications as may be prescribed or imposed in granting such

approvals, permissions and sanctions by any of the aforesaid authorities which may be agreed to by the

Board of Directors of the Company, (hereinafter referred to as the "Board", which term shall be deemed

to include any duly constituted committee thereof) the consent of the Board be and is hereby accorded

to create, offer and issue senior, unsecured, redeemable, listed, rated securities in the form of Non-

Convertible Debentures up to an aggregate amount not exceeding Rs.150,00,00,000/- (Rupees One

Hundred and Fifty Crore only) (the "Debentures") on private placement basis (the "Issue") to the

schemes of mutual funds managed by ICICI Prudential Asset Management Company Limited

(hereinafter referred to as "Subscribers") identified as the initial subscribers in respect of the said

Debentures on such terms and conditions as may be agreed between the Company and the Subscribers.

RESOLVED FURTHER THAT the proceeds of the Debentures would be utilized for the refinancing of

existing debt, capital expenditure, long-term working capital and for the ordinary course of business

operations of the Company.

RESOLVED FURTHER THAT pursuant to the applicable provisions of the Act, the Rules, the SEBI Debt

Regulations, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Memorandum and Articles of Association of the Company, the consent of the Board is hereby granted

for the appointment of Catalyst Trusteeship Limited as the debenture trustee who shall exercise the

powers as contained under the Transaction Documents.

RESOLVED FURTHER THAT the Debentures proposed to be issued may be secured or unsecured and if

secured, the Debentures may be secured by creating/ modifying charge on the immovable and/or

movable assets of the Company.

RESOLVED FURTHER THAT Mr. Satish Parakh, Chairman, Mr. Ashish A. Kataria, Managing Director,

Mr. Paresh C. Mehta, Director, Ms. Pooja Lopes, Company Secretary of the Company and Mr. Sandeep

Bamb & Mr. (Col.) Mohammed Shafique Alam, authorised persons of the Company (the "Authorised

Officers") be and are hereby severally / jointly authorised to take such steps and to do all such acts,

deeds, matters and things and execute all such deeds, documents, instruments and writings and accept

Reg. Office — S. No. 113/2, 5th Floor, Ashoka Business Enclave, Wadala Road, Nashik — 422 00• Maharashtra, India

Tel. + 91 253 6633705 Fax +91 253 2236704, www.ashokaconcessions.com

CIN : U45201MH2011PLC215760

Annexure E

s HO any alterations or modification(s) as they may deem fit and proper and give such directions as may be

necessary to settle any question or difficulty that may arise in regard to issue and allotment of the

Debentures and the utilization of the issue proceeds in such manner as may be determined by the

Authorised Officers, subject, however, to applicable laws and to take such actions or give such directions

as may be necessary or desirable and to obtain any approvals, permissions, sanctions as they may deem

fit.

RESOLVED FURTHER THAT the Company may mortgage or create charge on the movable and/ or

immovable properties and receivables of the Company, as determined by the shareholders of the

Company by way of the resolution under Section 180(1)(a) of the Act and subject to the Memorandum

and Articles of Association of the Company, the Authorised Officers be and are hereby severally

authorized to create a charge by way of mortgage, hypothecation, pledge or any other security interest

over such assets of the Company and execute all documents in connection therewith, as may be

determined by the Authorised Officers, in connection with the Debentures to be offered, issued and

allotted by the Company from time to time.

RESOLVED FURTHER THAT the Authorised Officers, be and are hereby severally authorised to negotiate,

finalise, modify, sign, execute, register and deliver the information memorandum for issue of the

Debentures, term sheet, debenture trustee agreement, debenture trust deed and other necessary

agreements, deeds, general undertaking / indemnity, affidavits, declarations including any amendments

thereto required in connection with the said issue of Debentures including without limitation any

security documents (the "Transaction Documents") (whether before or after execution of the

Transaction Documents) together with all other documents, agreements, instruments, letters and

writings required in connection with or ancillary to, the Transaction Documents (the "Ancillary

Documents") as may be necessary or required for the aforesaid purpose including to sign and/or

dispatch all forms, filings, documents and notices to be signed, submitted and/or dispatched by it under

or in connection with the documents to which it is a party as well as to accept and execute any

amendments to the Transaction Documents and the Ancillary Documents and further to do all such

other acts, deeds mentioned herein below as they may deem necessary in connection with the issue of

the Debentures and matters connected therewith including without limitation the following:

a. negotiate and finalise the quantum, timing, other terms and conditions of the Issue of the

Debentures to the Subscribers; and

b. giving or authorising the giving by concerned persons of such declarations, affidavits, certificates,

consents and authorities as may be required from time to time in connection with the issue, offer

and allotment of the Debentures;

c. listing application to Exchange.

RESOLVED FURTHER THAT the NCD Allotment Committee of the Company be and is hereby authorized

to allot the NCDs (in one or more tranches) issued by the Company and to do all necessary formalities

related thereto including making application to the Stock Exchanges and depositories for listing, issue of

certificate, creation and registration of charge etc. and to further delegate any powers to any officer(s)

of the Company.

RESOLVED FURTHER THAT the Private Placement Offer Letter(s) in the format prescribed under

Companies Act, 2013 placed before the meeting be and is hereby noted and approved.

RESOLVED FURTHER THAT the Authorised Officers, be and are hereby severally authorised to file the

return of allotment of debentures in Form PAS-3 with the ROC within 15 (fifteen) days of allotment of

debentures along with a complete list of Subscribers as required under Rule 14(6) of the Rules. E S,94,

0

Annexure E

SHO

RESOLVED FURTHER THAT the Company be and is hereby authorised to take its Common Seal out of its

Registered Office to any destination for the purpose of affixation thereof on any such documents in

connection with the issue and allotment of the Debentures.

RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is

hereby severally authorised to issue certified copy of the above resolution and this resolution be

forwarded to all concerned for their record".

For and on behalf of Board of Directors


1 (Ashish A. Kataria)

Managing Director

DIN-00580763

Anshuman, Sahadev Nagar, Gangapur Road, Nasik — 422 013

Annexure E

A SHO KA


CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED BY THE BOARD OF DIRECTORS OF ASHOKA

CONCESSIONS LIMITED ('COMPANY') AT THEIR MEETING HELD ON AUGUST 08, 2019 AT 807, 8TH

FLOOR, THE CAPITAL, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI 51

Resolution No. 13(ii): Constitution of NCD Allotment Committee

"RESOLVED THAT a Committee of the Board, viz. NCD Allotment Committee — 2019 be and is hereby

constituted which comprises of;

Mr. Satish Parakh — Chairman;

Mr. Ashish A. Kataria — Member; and

Mr. Paresh C. Mehta — Member

RESOLVED FURTHER THAT the Committee be and is hereby empowered to borrow moneys by issuing

Non-Convertible Debentures (NCDs) not exceeding Rs.150 Crore in one or more tranches.

RESOLVED FURTHER THAT the Committee be and is hereby empowered to determine the terms of issue

including the class of investors to whom NCDs are to be issued and allotted, timing of the issue, number of

NCDs to be offered, number of tranches, issue price, tenor, interest rate, premium/discount, listing and to

do all such acts, deeds, matters and things and deal with all such matters, settle all questions, difficulties

or doubts that may arise in regard to the issue or allotment of such Debentures, utilisation of the issue

proceeds and to do all acts, deeds and things in connection therewith and incidental thereto and take all

such steps as may be necessary and to sign / execute, any deeds / documents / agreements / undertakings

/papers/writings etc. as the Committee may in its absolute discretion more particularly as given below.

a. to generally do any other act and/or deed, to negotiate and execute the fee letters and any other

documents, applications, agreements, undertakings, deeds, affidavits, declarations and certificates

and/or give such direction as they deem fit or as may be necessary or desirable with regard to this

Issue;

b. to allot the debentures to the subscribes of the NCDs and to issue the debenture certificates or

complete the compliances with respect to providing the demat credit of the NCDs to the subscribers;

c. completing formalities related to issue of NCDs including making application to the depositories for

listing, issue of certificate, creation and registration of charge etc.

d. to sign and submit all necessary papers and take all necessary steps in this regard including the

payment of applicable stamp duty on the Transaction Documents and Ancillary Documents;

e. to seek, if required, any approval, consent or waiver from the Company's Lenders and/or parties with

whom the Company has entered into various commercial and other agreements, and/or any/all

concerned government and regulatory authorities in India and/or any other approvals, consents or

waivers that may be required in connection with the issue, offer and allotment of the Debentures;

f. to open and operate such bank accounts, demat accounts, escrow account with banks, institutions or

agencies as may be required as per the terms of the Issue;

g. to seek the listing of the Debentures on the Stock Exchange/s, submitting the Listing application to the

Stock Exchange/s and taking all actions that may be necessary in connection with obtaining such listing;

aharashtra, India Reg. Office — S. No. 113/2, 5th Floor, Ashoka Business Enclave, Wadala Road, Nash"


CIN : U45201MH2011PLC215760

Annexure E

A SHOKA

h. authorising of the maintenance of a Register of holders of the Debentures as may be applicable or

required;

entering into necessary arrangements for appointment of all such intermediaries and/or agencies as

may be deemed appropriate to be involved or concerned in such offerings of Debentures and also to

enter into and execute all such arrangements, agreements, memoranda, documents etc. with such

intermediaries and/or agencies and to do all such acts and things as may be necessary and expedient;

i• to decide remuneration and appointment of other intermediaries including without limitation

Arrangers, Credit Rating Agencies, Registrar to the Issue, Debenture Trustee to the Issue and Legal

Counsel to the Issue required for the Debenture issue of the Company;

k. to do all acts, matters, deeds and things necessary or desirable in connection with or incidental to

giving effect to the above resolutions and to execute on behalf of the Company such deeds,

documents, agreements and writings in this regard; and

I. to delegate authority to any officer of the Company to execute the Transaction Documents and the

Ancillary Documents and to do all such acts, deeds, matters and things and sign all forms, agreements,

other deeds, documents, undertakings, declaration, letters and such other papers as may be

necessary, desirable and expedient in connection with the issue, allotment and listing of the

Debentures, on behalf of the Company.



(Ashish A. Kataria)

Managing Director

DIN-00580763

Anshuman, Sahadev Nagar, Gangapur Road, Nasik —422 013

Annexure E

ASHO


CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY THE MEMBERS OF

ASHOKA CONCESSIONS LIMITED AT EXTRA ORDINARY GENERAL MEETING HELD ON AUGUST 02, 2019

AT S. NO. 113/2, 5th FLOOR, ASHOKA BUSINESS ENCLAVE, WADALA ROAD, NASHIK - 422 009

Resolution No.1 - To issue Non-Convertible Debentures (NCDs) on Private Placement Basis

"RESOLVED THAT pursuant to the provisions of Sections 42, 71 and all other applicable provisions of the

Companies Act, 2013 and the Rules framed thereunder including any statutory modification(s) or

re-enactment(s) thereof for the time being in force, ("the Act"); the Memorandum of Association and

Articles of Association of the Company; the Securities and Exchange Board of India (Issue and Listing of

Debt Securities) Regulations, 2008 as amended ("SEBI (ILDS) Regulations"); the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("LODR

2015"); and all other applicable laws including the Foreign Exchange Management Act, 1999; the Foreign

Exchange (Transfer or Issue of Securities by a Person Resident Outside India) Regulations, 2000; various

rules, regulations, press notes, notifications, any other guidelines, regulations and clarifications issued by

the Government of India; all applicable regulations, circulars, notifications issued by the Securities and

Exchange Board of India ("SEBI Regulations"), the Reserve Bank of India ("RBI"), Stock Exchange/s and

also by any other statutory/regulatory authorities and subject to all such other approvals, permissions,

consents and/or sanctions of any authorities, as may be necessary; and subject to such conditions and

modifications, as may be prescribed by any one of them while granting any such approvals, consents,

permissions and/or sanctions which may be agreed to by the Board of Directors of the Company, the

consent, authority and approval of the Shareholders of the Company be and is hereby accorded to the

Board of Directors of the Company ("the Board") (which term shall be deemed to include any committee

which the Board may have constituted or hereinafter constitute to exercise its powers including the

power conferred by this resolution) to, issue, offer and allot in one or more tranches, listed or unlisted,

secured or unsecured, rated or unrated, redeemable, Non-Convertible Debentures ("NCDs") including

but not limited to subordinate debentures, bonds, and/or other debt securities, etc. on private

placement basis, during the period of one year from the date of passing of this special resolution by the

Shareholders of the Company, for an amount not exceeding Rs.150,00,00,000/- (Rupees One Hundred

Fifty Crore only) on such terms and conditions and at such times at par, as may be decided by the Board

to such person(s), including but not limited to one or more company(ies), bodies corporate, statutory

corporations, commercial banks, lending agencies, financial institutions, insurance companies, mutual

funds, pension/provident funds and individuals, as the case may be, or such other person(s) as the Board

may decide, however, that the aggregate amount of funds to be raised by issue of NCDs, subordinate

debentures, bonds, and/or other debt securities etc. shall not exceed the overall amount of borrowing of

Rs.1,50,00,00,00,000/- (Rupees Fifteen Thousand Crore only) as may be approved by the Members at

any point of time, under the provisions of section 180(1)(c) of the Act."

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of

Directors be and is hereby authorized, in its entire discretion, to do all such acts, matters, deeds and

things and to take all such steps and give all such directions, as the Board may consider necessary,

expedient or desirable, including without limitation, effecting any modification to the foregoing

(including any modifications to the terms of the issue), to allot such number of securities / NCDs in one

or more tranches to such persons(s) pursuant to this resolution, as may be thought fit or decided by the

Board, to prescribe the offer letters, forms of application, to enter into any deeds, agreements or other

instruments, and to take such actions or give such directions as may be necessary or desirable and to file

applications and obtain any approvals, permissions, sanctions which may be necessary or desirable and

to settle any questions or difficulties that may arise and to appoint trustee(s), consultants, valuers, legal

advisors, advisors and such other agencies as may be required for the issue of the said NCDs, without

Reg. Office — S. No. 113/2, 5uI Floor, Ashoka Business Enclave, Wadala Road, Nashik


CIN : U45201MH2011PLC215760

rashtra, India

Annexure F

/MHO being required to seek any further clarification, consent or approval of the Shareholders of the Company

and that the Shareholders shall he deemed to have given their approval thereto expressly by the

authority of this resolution.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of

the powers herein conferred by the above resolutions to any Director(s) or to any Committee of the

Board or any other Officer(s) of the Company to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or

contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in

all respects".


Ashoka Co ' ns Limited Co

. ,

(Ashish A. Kataria)

Managing Director

DIN-00580763


Annexure F

SHO EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART

OF THE NOTICE

ITEM NOS. 1

in view of requirement of equity or funds for various HAM Projects won by the Company in past and its

execution, the Company would need funding for which the Company may be required to raise funds by

issuing in one or more tranches, listed or unlisted, secured or unsecured, rated or unrated, redeemable,

Non-Convertible Debentures ("NCDs"), which are a significant and cost effective source of borrowings.

The Company intends to issue NCDs for an amount up to Rs.150 Crore. The Company intends to use the

net proceeds of the Issue primarily for execution of various HAM Projects, making acquisition, expansion

and modernization of existing facilities, repayment of existing debt of the Company or its subsidiaries,

working capital requirements and general corporate purposes subject to applicable laws and

regulations.

In terms of the provisions of Section 42 of the Companies Act, 2013 read with the Companies

(Prospectus and Allotment of Securities) Rules, 2014 ("the Rules"), a Company offering or making an

invitation to subscribe or issuing Non -Convertible Debentures (NCD)/Bonds/Other instruments on a

private placement basis, is required to obtain prior approval of its Members by way of a Special

Resolution. The approval of the Members is being sought by way of a Special Resolution under Sections

42 and 71 of the Companies Act, 2013 read with the Rules made there under, to enable the Company to

offer or invite subscriptions for NCD/Bonds/Other instruments, whether listed or unlisted, secured or

unsecured, rated or unrated, on a private placement basis, in one or more tranches, upto an amount not

exceeding Rs.150 Crore (Rupees One Hundred Fifty Crore only), during the period of one year from the

date of passing of this Resolution at Item No. 1 within the overall borrowing limits of the Company, as

approved by the Members from time to time with the authority to the Board of Directors to determine

the terms and conditions, including the issue price of the NCD/Bonds and Other instruments .

The Directors therefore recommend the Resolution at Item No. 1 of the accompanying Notice, for the

approval of the Members of the Company to issue NCD/Bonds/Other instruments on private placement

basis pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder.

None of the directors and key managerial personnel and their relatives is in any way concerned or

interested, financially or otherwise, in the Resolution set out at Item No.1 of the accompanying notice.


AshokaC ( 7 3 ' ns Limited

(Ashish A. Kataria) ..._.„\ Managing Director

DIN-00580763


Annexure F

121 | P a g e

ANNEXURE G

DETAILS OF LITIGATION

(i) Details of any inquiry, inspections or investigations initiated or conducted under the

Companies Act or any previous company law in the last three years immediately preceding

the year of issue of this IM in the case of the Company. Also if there were any prosecutions

filed (whether pending or not) fines imposed, compounding of offences in the last three years

immediately preceding the year of this IM and if so, section-wise details thereof for the

Company.

Nil

(ii) Details of any inquiry, inspections or investigations initiated or conducted under the

Companies Act or any previous company law in the last three years immediately preceding

the year of circulation of this IM in the case of all of the subsidiaries of the Company. Also if

there were any prosecutions filed (whether pending or not) fines imposed, compounding of

offences in the last three years immediately preceding the year of this IM and if so, section-

wise details thereof for all of the subsidiaries of the Company:

Nil

(iii) Details of any inquiry, inspections or investigations initiated or conducted under any direct/

indirect tax statute against the Issuer and prosecutions filed (whether pending or not) fines

imposed, compounding of offences by the Issuer in the last three years.

Direct Tax:

A search action was carried out against the Company on 05/04/2016 by the Income Tax

Department. In consequent to search action, department was issued notice u/s 153A for AY

2012-13 to AY 2016-17, on 02/01/2017. In absence of any incriminating material, Company

objected issuance of notice u/s 153A for its legality and validity. Company had filed return of

Income u/s 153A for AY 2012-13 to AY 2016-17 under protest, declaring same income as

declared in return filed u/s 139. During the course of proceeding various questionnaire issued

by the Income Tax Department and duly replied by the company. Further, the assessments for

AY 2012-13, AY 2013-14, AY 2016-17 & AY 2017-18 were completed on 28/12/2018.

Assessments for AY 2014-15 & 2015-16 were completed on 28/06/2016, in extended time

period on account of domestic transfer pricing provision. In all competed assessments, return of

income was accepted same to same.

Indirect Tax:

The Issuer received notice of demand of Rs. 56.79 Lakh from West Bengal VAT department for

FY 2016-17 which appeal is in process.

(iv) Details of any litigation or legal action pending or taken by any Ministry or Department of

the Government or a statutory authority against any Promoter of the Company during the last

3 (Three) years immediately preceding the year of the issue of the offer letter and any direction

issued by such Ministry or Department or statutory authority upon conclusion of such

litigation or legal action.

122 | P a g e

Sr. No. Section Forum Nature of default in

brief

Company’s response

1 188 NCLT Shareholders’

approval had not been

obtained for Related

Party Transactions for

FY 2014-15 & 2015-

16.

The Promoter had obtained

necessary approval from the

Shareholders for the related party

transactions by way of Postal

Ballot and/or at Annual General

Meeting from time to time, as and

when required under the provisions

of the Companies Act, 2013 and

Rules made thereunder. Further,

the Promoter will obtain the

necessary approval of the

shareholders wherever necessary

under the Act/ Rules made

thereunder.

2 129

(AS-19)

NCLT The Promoter had

shown Rs.106.82

lakhs as lease hold

assets as at

31/03/2016. The

Promoter had

disclosed certain

information in the

financial statements

for the year 2014-2015

and 2015-2016 about

operating lease at

Clause 27(iii).

However, few

mandatory details

about operating leases

were not disclosed in

the financial

statements.

The operating leases entered by the

Promoter are in the nature of

cancellable leases. Since the

disclosures requirements as

mentioned as per Para 25 of AS-19

are applicable in case of non-

cancellable leases, the disclosures

are NOT required to be made, as all

the operating leases are of

cancellable nature. However, the

required disclosures have been

covered in Annual Report 16-17

and ensure that the fullest

disclosures will be made as per the

prevailing provisions of the Act /

Rules.

3 134(8) NCLT Directors in their

Board’s Report failed

to give explanation to

certain

observations/remarks

of the Auditors in

Audit Report.

The default is made good that the

Board’s Report for next year/s

contain reply by the Directors on

observation/ remark of the

Auditors in Audit Reports.

123 | P a g e

4 134 NCLT Directors’ Report and

Annexures,

Management

Discussion & Analysis

Report, Section 212

statement (FY14) and

Corporate Governance

Report have not been

properly signed.

The default is made good and the

Board’s Report along with its

Annexures, Management

Discussion & Analysis, Corporate

Governance Report etc. have been

signed as per provisions of the

Section 134 of the Act.

(v) Other Litigations

Ashoka Concessions Limited has been directed to pay Rs.57.33 Crore plus interest to

L&T Infrastructure Development Projects Limited (LTIDPL) towards share of shortfall

funding of SPV - PNG Tollway Ltd. PNG Tollway Ltd. was running project of Design,

Engineering, Finance, Construction, Operation and Maintenance of 6 laning of existing

2 laning of the Pimpalgaon-Nashik-Gondhe section of NH-3 from Km.380.00 to

Km.440.00 in the state of Maharashtra under NHDP Phase IIIA on Build Operate and

Transfer (BOT) basis, awarded by NHAI (Project). Project is terminated by PNG

Tollway Ltd. on February 25, 2016. L&T IDPL along with its group companies own

74% and Ashoka Concessions Ltd. owns 26% shareholding of PNG Tollway Ltd.,

respectively. ACL may approach appropriate forum for setting aside the arbitral award

against it.

124 | P a g e

ANNEXURE H

RELATED PARTY TRANSACTIONS

I. Wholly Owned Subsidiary

Ashoka Buildcon Limited

Ashoka Highways (Bhandara) Limited

Ashoka Highways (Durg) Limited

Ashoka Belgaum Dharwad Tollway Limited

Ashoka Dhankuni Kharagpur Tollway Limited

Ashoka Sambalpur Baragarh Tollway Limited

Ashoka Kharar Ludhiana Road Limited

Ashoka Ranastalam Anandapuram Road Limited

Ashoka Ankleshwar Manubar Expressway Private Limited

Ashoka Belgaum Khanapur Road Private Limited

Ashoka Karadi Banwara Road Private Limited

Ashoka Khairatunda Barwa Adda Road Limited

Ashoka Mallasandra Karadi Road Private Limited

Viva Highways Ltd.

II. Associates

PNG Tollway Limited

Jaora Nayagaon Toll Road Company Private Limited

III. Key Managerial Personnel

Satish Parakh (Chairman)

Ashish Katariya (Managing Director)

Gyanchand Daga (Nominee Director of ABL)

Sharad Abhyankar

Rajendra Singhvi

Ravindra M Vijayvargiya (CFO)

Pooja A Lopes (Company Secretary)

a) FY 2018-19 (Rs. In Lakh)

Sr.

No.

Nature of

Transaction

Holding

Company

Subsidiaries

Fellow

Subsidiaries

Associates

Key

Managerial

Personnel

1.

Revenue

‘a) Routine

Maintenance

Ashoka Belgaum

Dharwad Tollway

Limited

262.84

125 | P a g e


551.36

Ashoka

Highways

(Bhandara)

Limited

504.78

Ashoka Highways

(Durg) Limited

579.06

Ashoka Sambalpur

Baragarh Tollway

Limited

616.96

‘b)Toll

Monitoring

Services

Ashoka Belgaum

Dharwad Tollway

Limited

15.58


31.15

Ashoka

Highways

(Bhandara)

Limited

15.58

Ashoka Highways

(Durg) Limited

15.58

Ashoka Sambalpur

Baragarh Tollway

Limited

15.58

Jaora Nayagaon

Toll Road

Company Private

Limited

46.73

‘c)Interest

Income

Ashoka

Highways

(Bhandara)

Limited

644.06

Ashoka Highways

(Durg) Limited

285.24

Ashoka Belgaum

Dharwad Tollway

Limited

139.20


42.83

Ashoka Sambalpur

Baragarh Tollway

Limited

873.43

d)Project

126 | P a g e

Monitoring

Services

Ashoka Kharar

Ludhiana Road

Limited

129.00

Ashoka Ranastlam

Anandapuram

Road Limited

77.05

Ashoka

Ankleshwar

Manubar

Expressway

Private Limited

439.20

Ashoka Belgaum

Khanapur Road

Private Limited

236.00

Ashoka Karadi

Banwara Road

Private Limited

472.00

Ashoka

Khairatunda Barwa

Adda Road

Limited

236.00

Ashoka

Mallasandra

Karadi Road

Private Limited

472.00

2.

Expenses

a) Routine

Maintenance

Ashoka Buildcon

Limited 2,490.12

b) Interest

Expenses

Ashoka Buildcon

Limited 3598.91

Jaora Nayagaon

Toll Road

Company Private

Limited

108.06

c) Office Rent

Viva Highways

Limited

16.01

Ashoka Buildcon

Limited 17.70

d) Remuneration

Paid

Ashish Katariya 86.94

e) Director Sitting

Fees

127 | P a g e

Gyanchand Daga 1.50

Khaitan & Co 3.30

Rajendra Singhvi 3.90

f) Reimbursement

of Expenses

Ashoka Buildcon

Limited

13.21

Ashoka

Khairatunda Barwa

Adda Road

Limited

0.60

Ashoka Karadi

Banwara Road

Private Limited

0.90

3.

Finance

a) Loan Given

Ashoka Dhankuni

Kharagpur

Tollway Limited

1075.00

Ashoka Highways

(Bhandara)

Limited

579.66

Ashoka Highways

(Durg) Limited

256.72

b)Repayment of

Loan Given

Ashoka Highways

(Durg) Limited

436.60

Ashoka Ranastlam

Anandapuram

Road Limited

369.00

Ashoka Kharar

Ludhiana Road

Limited

586.00

c) Loan received

Ashoka Buildcon

Limited

43,486.02

Ashoka Buildcon

Limited Current

A/c (BG)

14.74

Jaora Nayagaon

Toll Road

Company Private

Limited

97.26

d)Repayment of

Loan

Ashoka Buildcon

Limited

2,100.00

Ashoka Buildcon 31.15

128 | P a g e

Limited Current

A/c (BG

e)Purchase of

Equity Shares

Ashoka Kharar

Ludhiana Road

Limited

1099.00

Ashoka Ranastlam

Anandapuram

Road Limited

1645.50

Ashoka

Ankleshwar

Manubar

Expressway

Private Limited

6001.00

Ashoka Belgaum

Khanapur Road

Private Limited

3089.00

Ashoka Karadi

Banwara Road

Private Limited

3866.00

Ashoka

Khairatunda Barwa

Adda Road

Limited

2851.00

Ashoka

Mallasandra

Karadi Road

Private Limited

3533.00

f)Perpectual Debt

Ashoka Belgaum

Dharwad Tollway

Limited

200.00

Ashoka Sambalpur

Baragarh Tollway

Limited

2926.00

Ashoka Ranastlam

Anandapuram

Road Limited

4615.00

Ashoka Kharar

Ludhiana Road

Limited

2320.80

Ashoka

Ankleshwar

Manubar

Expressway

Private Limited

51.00

Ashoka Belgaum

Khanapur Road

Private Limited

9.00

4.

Outstanding at

the year end

129 | P a g e

a)Receivable

Contract receipt

Ashoka Belgaum

Dharwad Tollway

Limited

21.51

Ashoka Dhankuni

Kharagpur

Tollway Limited

42.13

Ashoka Highways

(Bhandara)

Limited

41.31

Ashoka Highways

(Durg) Limited

47.39

Ashoka Sambalpur

Baragarh Tollway

Limited

50.50

b)Receivable Toll

Monitoring

Services

Ashoka Belgaum

Dharwad Tollway

Limited

1.19

Ashoka Dhankuni

Kharagpur

Tollway Limited

2.38

Ashoka Highways

(Bhandara)

Limited

1.19

Ashoka Highways

(Durg) Limited

1.19

Ashoka Sambalpur

Baragarh Tollway

Limited

1.19

Jaora Nayagaon

Toll Road

Company Private

Limited

3.56

c)Payble Contract

receipt

Ashoka Buildcon

Limited

203.80

d)Loan

Receivable

Ashoka Belgaum

Dharwad Tollway

Limited

2,255.18

Ashoka Dhankuni

Kharagpur

Tollway Limited

1,464.43

Ashoka Highways

(Bhandara)

Limited

6,521.18

130 | P a g e

Ashoka Highways

(Durg) Limited

2,861.25

Ashoka Sambalpur

Baragarh Tollway

Limited

8,813.74

Ashoka Belgaum

Khanapur Road

Private Limited

26.98

GVR Ashoka

Chennai ORR Ltd

46.21

e)Loan Payable

Ashoka Buildcon

Limited

52,910.75

Ashoka Buildcon

Limited Current

A/c (BG)

5.81

Jaora Nayagaon

Toll Road

Company Private

Limited

1,219.92

f)Remeneration

Payable


g) Perpectual

Debt

Ashoka Belgaum

Dharwad Tollway

Limited

7013.17

Ashoka Dhankuni

Kharagpur

Tollway Limited

32077.73

Ashoka Sambalpur

Baragarh Tollway

Limited

21095.90

Ashoka Highways

(Bhandara)

Limited

4371.66

Ashoka Highways

(Durg) Limited

6801.20

Ashoka Ranastlam

Anandapuram

Road Limited

2320.80

Ashoka Kharar

Ludhiana Road

Limited

4615.00

Ashoka

Ankleshwar

Manubar

Expressway

Private Limited

51.00

Ashoka Belgaum

Khanapur Road

9.00

131 | P a g e

Private Limited

b) FY 2017-18 (Rs. In Lakh)

Sr.

No.

Nature of

Tansaction

Holding

Company

Subsidiaries

Fellow

Subsidiaries

Associates

Key

Managerial

Personnel

1.

Revenue

‘a) Routine

Maintenance

Ashoka Belgaum

Dharwad Tollway

Limited

733.29


1029.34

Ashoka Highways

(Bhandara)

Limited

443.52

Ashoka Highways

(Durg) Limited

508.82

Ashoka Sambalpur

Baragarh Tollway

Limited

542.08

‘b)Toll Monitoring

Services

Ashoka Belgaum

Dharwad Tollway

Limited

13.20


26.40

Ashoka Highways

(Bhandara)

Limited

13.20

Ashoka Highways

(Durg) Limited

13.20

Ashoka Sambalpur

Baragarh Tollway

Limited

13.20

Jaora Nayagaon Toll

Road Company

Private Limited

39.60

‘c)Interest Income

Ashoka Highways 601.44

132 | P a g e

(Bhandara)

Limited

Ashoka Highways

(Durg) Limited

369.69

Ashoka Belgaum

Dharwad Tollway

Limited

129.81


135.43

Ashoka Sambalpur

Baragarh Tollway

Limited

786.88

d)Project

Monitoring Services

Ashoka Kharar

Ludhiana Road

Limited

101.11

Ashoka Ranastlam

Anandapuram Road

Limited

229.90

2.

2.

Expenses

2. a) Routine

Maintenance

Ashoka Buildcon

Limited 3224.52

b) Interest Expenses

Ashoka Buildcon

Limited 717.80

Jaora Nayagaon Toll

Road Company

Private Limited

101.60

c) Office Rent

Viva Highways

Limited

13.57

Ashoka Buildcon

Limited 15.00

d) Remuneration

Paid


e) Director Sitting

Fees

Gyanchand Daga 1.50

Khaitan & Co 3.60

Rajendra Singhvi 3.00

f) Reimbursement

of Expenses

Ashoka Buildcon

Limited

25.65

133 | P a g e

Ashoka Kharar

Ludhiana Road

Limited

0.03

3.

Finance

a) Loan Given

Ashoka Highways

(Bhandara) Limited

541.29

Ashoka Highways

(Durg) Limited

332.72

Ashoka Ranastlam

Anandapuram Road

Limited

64.59

Ashoka Kharar

Ludhiana Road

Limited

170.00

b)Repayment of

Loan Given

Ashoka Belgaum

Dharwad Tollway

Limited

100.00

Ashoka Dhankuni

Kharagpur Tollway

Limited

458.00

Ashoka Highways

(Bhandara) Limited

288.50

Ashoka Highways

(Durg) Limited

1068.42

Ashoka Ranastlam

Anandapuram Road

Limited

64.59

c) Loan received

Ashoka Buildcon

Limited

9916.02

Ashoka Buildcon

Limited Current A/c

(BG)

28.53

Jaora Nayagaon Toll

Road Company

Private Limited

91.44

d)Repayment of

Loan

Ashoka Buildcon

Limited

2200.00

Ashoka Buildcon

Limited Current A/c

(BG

5.46

e)Purchase of

Equity Shares

Ashoka Ranastlam

Anandapuram Road

Limited

3844.00

134 | P a g e

f)Perpectual Debt

Ashoka Belgaum

Dharwad Tollway

Limited

935.00

Ashoka Dhankuni

Kharagpur Tollway

Limited

665.00

Ashoka Sambalpur

Baragarh Tollway

Limited

2906.00

4.

Outstanding at the

year end

a)Receivable

Project Monitoring

Services

Ashoka Kharar

Ludhiana Road

Limited

1.51

b)Loan Receivable

Ashoka Belgaum

Dharwad Tollway

Limited

2031.69

Ashoka Dhankuni

Kharagpur Tollway

Limited

1421.60

Ashoka Highways

(Bhandara) Limited

5941.53

Ashoka Highways

(Durg) Limited

3041.14

Ashoka Sambalpur

Baragarh Tollway

Limited

7940.31

GVR Ashoka

Chennai ORR Ltd

40.74

c)Loan Payable

Ashoka Buildcon

Limited

11524.74

Ashoka Buildcon

Limited Current A/c

(BG)

23.07

Jaora Nayagaon Toll

Road Company

Private Limited

1122.66

f)Remeneration

Payable


g) Perpectual Debt

Ashoka Belgaum

Dharwad Tollway

Limited

6813.17

135 | P a g e

Ashoka Dhankuni

Kharagpur Tollway

Limited

25052.73

Ashoka Sambalpur

Baragarh Tollway

Limited

18169.90

Ashoka Highways

(Bhandara) Limited

4371.66

Ashoka Highways

(Durg) Limited

6801.20

c) FY 2016-17 (Rs. In Lakh)

Sr.

No.

Nature of

Tansaction

Holding

Company

Subsidiaries

Fellow

Subsidiaries

Associates

Key

Managerial

Personnel

1.

Revenue

‘a) Routine

Maintenance

Ashoka Belgaum

Dharwad Tollway

Limited

269.66


548.00

Ashoka

Highways

(Bhandara)

Limited

540.00

Ashoka Highways

(Durg) Limited

500.00

Ashoka Sambalpur

Baragarh Tollway

Limited

276.00

‘b)Toll

Monitoring

Services

Ashoka Belgaum

Dharwad Tollway

Limited

12.00

Ashoka Dhankuni

Kharagpur Tollway Limited

24.00

Ashoka Sambalpur

Baragarh Tollway

Limited

12.00

Jaora Nayagaon

Toll Road

36.00

136 | P a g e

Company Private

Limited

‘c)Interest

Income

Ashoka Buildcon

Limited 23.64

Ashoka

Highways

(Bhandara)

Limited

578.57

Ashoka Highways

(Durg) Limited

391.76

Ashoka Belgaum

Dharwad Tollway

Limited

235.49


122.01

Ashoka Sambalpur

Baragarh Tollway

Limited

589.46

d)Project

Monitoring

Services

Ashoka Kharar

Ludhiana Road

Limited

210.00

2.

2.

Expenses

2. a) Routine

Maintenance

Ashoka Buildcon

Limited 2112.54

b) Interest

Expenses

Ashoka Buildcon

Limited 137.47

Jaora Nayagaon

Toll Road

Company Private

Limited

34.69

c) Office Rent

Viva Highways

Limited

13.57

Ashoka Buildcon

Limited 15.00

d) Remuneration

Paid


e) Director Sitting

Fees

137 | P a g e

Gyanchand Daga 1.50

Khaitan & Co 3.30

Sharad Abhyankar 2.70

f) Reimbursement

of Expenses

Ashoka Buildcon

Limited

45.25

Ashoka Kharar

Ludhiana Road

Limited

220.28

3.

Finance

a) Loan Given

Ashoka Dhankuni

Kharagpur

Tollway Limited

5500.00

Ashoka Sambalpur

Baragarh Tollway

Limited

3544.01

Ashoka Kharar

Ludhiana Road

Limited

118.50

b)Repayment of

Loan Given

Ashoka Belgaum

Dharwad Tollway

Limited

100.00

Ashoka Dhankuni

Kharagpur

Tollway Limited

513.00

Ashoka Highways

(Bhandara)

Limited

520.71

Ashoka Highways

(Durg) Limited

352.58

Ashoka Sambalpur

Baragarh Tollway

Limited

2363.99

c) Loan received

Ashoka Buildcon

Limited

16040.00

d)Repayment of

Loan

Ashoka Buildcon

Limited

12231.28

e)Purchase of

Equity Shares

Ashoka Kharar

Ludhiana Road

Limited

6401.00

138 | P a g e

f)Allotment of

shares against

advance paid

Jaora Nayagaon

Toll Road

Company Private

Limited

5646.77

g)Advance for

purchase of

shares

Ashoka Buildcon

Limited

11701.25

4.

Outstanding at

the year end

a)Receivable

Contract receipt

Ashoka Belgaum

Dharwad Tollway

Limited

67.12

Ashoka Dhankuni

Kharagpur

Tollway Limited

88.87

Ashoka Highways

(Durg) Limited

42.50

Ashoka Sambalpur

Baragarh Tollway

Limited

22.67

b)Receivable Toll

/Project

Monitoring

Services

Jaora Nayagaon

Toll Road

Company Private

Limited

3.15

Ashoka Kharar

Ludhiana Road

Limited

220.50

c)Payble Contract

receipt

Ashoka Buildcon

Limited

287.89

Ashoka Highways

(Bhandara)

Limited

13.60

d)Loan

Receivable

Ashoka Belgaum

Dharwad Tollway

Limited

2476.31

Ashoka Dhankuni

Kharagpur

1744.17

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Tollway Limited

Ashoka Highways

(Bhandara)

Limited

5400.24

Ashoka Highways

(Durg) Limited

3776.83

Ashoka Sambalpur

Baragarh Tollway

Limited

7153.43

e)Loan Payable

Ashoka Buildcon

Limited

3808.72

Jaora Nayagaon

Toll Road

Company Private

Limited

1031.21

f)Remeneration

Payable


g) Perpectual

Debt

Ashoka Belgaum

Dharwad Tollway

Limited

5878.17

Ashoka Dhankuni

Kharagpur

Tollway Limited

24387.73

Ashoka Sambalpur

Baragarh Tollway

Limited

15263.90

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ANNEXURE I

DOCUMENTS SUBMITTED TO THE EXCHANGES AND DEBENTURE TRUSTEE

(i) The following documents have been/ shall be submitted to the BSE:

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

for the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited annual reports;

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

agreements;

(d) Copy of the Board/ committee resolution authorising the issue of Debentures and list of

authorised signatories;

(e) Undertaking from the Issuer stating that the necessary documents including the

Debenture Trust Deed, would be executed within the time frame specified in the

relevant regulations/ act/ rules etc and the same would be uploaded on the website of

the ‘Designated Stock Exchange’, where the Debentures will be listed, within a period

of 5 (Five) Business Days of the execution of the same;

(f) Any other particulars or documents that BSE may call for as it deems fit;

(g) An undertaking that permission/ consent from the prior creditor for a second or pari

passu charge being created, where applicable, in favor of the Debenture Trustee to the

Issue has been obtained.

(ii) Documents submitted to Debenture Trustee

The following documents have been/ shall be submitted to the Debenture Trustee:

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

the allotment of the Debentures;

(b) Copy of last 3 (Three) years audited Annual Reports;

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

agreements;

(d) Latest audited/ limited review half yearly consolidated (wherever available) and

standalone financial information (profit & loss statement, balance sheet and cash flow

statement) and auditor qualifications, if any.

(e) An undertaking to the effect that the Issuer would, till the redemption of the Debentures,

submit the details mentioned in point (d) above to the Debenture Trustee within the

timelines as mentioned in the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The Issuer shall within 180 (One Hundred and Eighty) days from

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

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

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

(Two) Business Days of their specific request.

141 | P a g e

ANNEXURE J

CHANGE IN ACCOUNTING POLICIES DURING THE LAST 3 (THREE) YEARS AND

THEIR EFFECT ON THE PROFITS AND THE RESERVES OF THE COMPANY

Reconciliation of Statement of Profit and loss for the year ended March 31, 2016

(Amount in

Rs.)

Particulars Footnotes

Previous

GAAP Adjustments Ind AS

Income

Revenue from

operations

7,281.50 -

7,281.50

Other income 3 & 5

1,449.55 902.79

2,352.34

Total income

8,731.05 902.79

9,633.84

Expenses

Contract and site

expenses

1

6,681.60 (4,528.46)

2,153.14

Employee benefits

expense

439.01 (0.94)

438.07

Finance costs

794.52 -

794.52

Depreciation /

Amortization Expenses

1

7.51 4,528.46

4,535.97

Other expenses

312.27 -

312.27

Exceptional Items

13,485.16 -

13,485.16

Total expenses

21,720.07 (0.94)

21,719.13

Profit / (loss) before tax

(12,989.02) 903.73

(12,085.29

)

Tax expenses

Current tax

- -

-

Tax for Earlier year

2.91 -

2.91

Deferred tax

(191.98) -

(191.98)

Total tax expenses

(189.07) -

(189.07)

Profit/(loss) after tax

(12,799.95) 903.73

(11,896.22

)

142 | P a g e

Other comprehensive

income not to be

reclassified to profit or

loss in subsequent year:

Re-measurement gains/

(losses) on defined

benefit plans

-

(0.94)

(0.94)

Income tax effect

0.31

-

0.31

Net other

comprehensive income

not to be reclassified to

profit or loss in

subsequent year

0.31

(0.94)

(0.63)

Other comprehensive

income/(loss) for the

year, net of tax

0.31

(0.94)

(0.63)

Total comprehensive

income for the year, net

of tax

(12,799.64)

902.79

(11,896.85

)

Note:

1 Intangible Assets :-

Right to Collect Toll is created for Toll Collection Contract and classified under Intangible

Assets.

Accordingly whole premium Payable to NHAI has been capitalised under Intangibles and the

said asset is created by way of a credit to NHAI Premium Payable under Other Current

Liabilities. These contracts are usually for a period of 12 months.

Intangibles are amortised over the life of the contract on Straight Line Basis. Under previous

GAAP, NHAI premium payable was expensed off on payment basis.

2

Non Current Loans and

Investments :-

Certain Subordinate debt and long term loans have been reclassified under Investment in

Subsidiaries. Since subordinated debts are subordinated to the financial assistance provided

by the Senior Lenders for meeting the project and are expected to be repaid towards the end

of the project they are classified as investments. Long term loans made to Subsidiaries are

repayable at the option of Borrower and company does not have right to demand repayment

hence classified under Investments.

3

Classification of Corporate

Guarantee :-

Company has issued corporate guarantees to banks on behalf of its subsidiaries which, under

Indian GAAP, was disclosed as contingent liabilities. Under Ind AS, financial guarantee

contracts are financial liabilities measured at fair value on initial recognition. Subsequently,

guarantee commission income is recognized in profit or loss over the tenure of the loan for

which guarantee was provided. At the transition date, an increase of `212.63 Lakhs was

recognized in retained earnings. Further for the year ended March 31, 2016 unwinding of

corporate guarantee obligations recognised in statement of profit and loss is ` 522.92 Lakhs.

4 Compulsorily Convertible Debentures (CCD) treated as Equity :-

143 | P a g e

The Company has issued CCDs which are convertible for fixed number of equity shares have

been classified under Other Equity. Under previous GAAP CCDs were disclosed under

Borrowings.

5

Recognition of Interest Income from

Loan :-

Loan given to subsidiaries which were recognised at historical cost under previous GAAP

have been fair valued through Profit & Loss account. Interest income on unwinding of loan

to subsidiaries have been recognised in Profit & Loss account.

6

Fair value of mutual fund

investments

Under IGAAP, Mutual fund investments were valued at cost or market value whichever is

lower. As per Ind AS 109, mutual fund investments needs to be stated at fair value. The

difference between fair value and book value as on April 01, 2015 has been recognised

through retained earnings.

7

Discounting of long term loans

given

Under IGAAP, long term interest free unsecured loans given were stated at historical cost.

As per Ind AS 109 Financial instruments need to be recognised initially at fair value. As per

Ind AS 113, level III hierarchy has been used to fair value these loans as neither the quoted

prices for loans are available (Level I) nor significant observable comparative inputs are

available. Under Level III income approach - Discounting cash flow method has been used

to fair value these loans retrospectively. The difference between the caring amount and the

loan and the present value of the loan as on April 01, 2015 has been recognised through

retained earnings.

8 Re-measurement gain/losses on Defined Benefit

Obligation

Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to

statement of Profit and loss. Under Ind AS, remeasurements (comprising of actuarial gains

and losses) are recognised immediately in the Balance Sheet with a corresponding debit or

credit to retained earnings through Other Comprehensive Income (OCI).

The transition from Previous GAAP to Ind AS has not had a material impact on the

Statement of Cash Flows.

144 | P a g e

ANNEXURE K

DETAILS OF SUBSIDIARIES & ASSOCIATES OF THE ISSUER

Sr.

No.

Name of

Company

Subsidiary/

Associate

Shareholding Business Activities

1 Ashoka

Highways

(Bhandara)

Ltd.

Subsidiary 51% To carry on the business of

Construction, Operation and

Maintenance of Chhattisgarh /

Maharashtra Border -

Wainganga Bridge Section

from Km. 405.000 to Km.

485.000 of NH-6 in the state of

Chhattisgarh and Maharashtra

under NHDP phase IIIA on

BOT basis.

2 Ashoka

Highways

(Durg) Ltd.


Construction, Operation and

Maintenance End of Durg

Bypass - Chhattisgarh /

Maharashtra Border Section

from Km. 322.400 to Km.

405.000 of NH-6 in the state of

Chhattisgarh under NHDP

phase IIIA on BOT basis.

3 Ashoka

Belgaum

Dharwad

Tollway

Limited


Designing, Building,

Financing, Operation and

Maintenance of Six Laning of

Belgaum-Dharwad Section of

NH-4 KM 433.00 to KM

515.00 (Length 79.36 KM) in

the State of Karnataka to be

executed on BOT (Toll)

Project on DBFO pattern

under NHDP Phase V.

4 Ashoka

Sambalpur

Baragarh

Tollway Ltd.




Maintenance of Four Laning

of Sambalpur-Baragarh-

Orissa/Chhattisgarh Border

Section of NH-6 KM 0.00 to

KM 88.00 (Length 88.00 KM)

in the State of Orissa to be

executed on BOT (Toll)

Project on DBFOT pattern

under NHDP Phase III.

5 Ashoka

Dhankuni

Kharagpur





145 | P a g e

Tollway

Limited

Dhankuni to Kharagpur

Section of NH – 6 From Km.

17.600 to Km 129.000 in the

State of West Bengal under

NHDP Phase – V on Design,

Build, Finance, Operate and

Transfer (DBFOT) Toll Basis.

6 Ashoka

Kharar

Ludhiana

Road Limited




Maintenance of 4/6 laning of

Kharar to Ludhiana section of

NH-95 (new NH-05) from

Kharar km. 10+185 (design

chainage) to Samrala Chowk,

Ludhiana km. 86+199 (design

chainage) in the State of

Punjab on Hybrid Annuity

mode Basis.

7 Ashoka

Ranastalam

Anandapuram

Road Limited




Maintenance of Six laning

from Ranastalam to

Anandapuram

(Visakhapatnam) (from Km

634.000 to Km 681.000)

section of NH- 05 (New NH-

16) in the State of Andhra

Pradesh under NHDP Phase-

V (Package II) on Hybrid

Annuity mode Basis.

8 Ashoka

Khairatunda

Barwa Adda

Road Limited





Khairatunda to Barwa Adda

Section of NH‐2 from km.

360.300 to km. 400.132 in the

State of Jharkhand under

NHDP Phase‐V on Hybrid

Annuity mode Basis.

9 Ashoka

Mallasandra

Karadi Road

Private

Limited




Maintenance of Four laning of

Tumkur – Shivamogga section

from Km 12+310 (Design km

12+300) to Km 66+540

(Design Km 65+195) from

Mallasandra to Karadi Village

of NH-206 under NHDP-

Phase-IV on Hybrid Annuity

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Mode in the State of

Karnataka.

10 Ashoka

Karadi

Banwara

Road Private

Limited




Maintenance of Four laning of

Tumkur-Shivamogga section

from km 66.540 (Design Ch.

65.195) Karadi to Km 119.790

(Design Ch. 121.900) Banwara

of NH-206 under NHDP Phase

– IV on Hybrid Annuity Mode,

in the State of Karnataka

(Package-II).

11 Ashoka

Belgaum

Khanapur

Road Private

Limited




Maintenance of 4 Laning of

Belgaum Khanapur Section

Km 0+000 – Km 30+800

(Design chainage Km 0+000

to Km 30+000) of NH-4A in

the State of Karnataka on

Hybrid Annuity Mode

12 Ashoka

Ankleshwar

Manubar

Expressway

Private

Limited




Maintenance of Eight Lane

Vadodara Kim Expressway

from Km 279.00 to Km 292.00

(Ankleshwar to Manubar

Section of Vadodara Mumbai

Expressway) in the State of

Gujarat under NHDP Phase -

VI on Hybrid Annuity Mode

(Phase IA-Package IV).

13 Ashoka

Bettadahalli

Shivamogga

Road Private

Limited


Designing, engineering,

Building, Financing,

procurement, construction,

development, commissioning,

operation, maintenance, of the

Project viz. Four Lanning of

Tumkur – Shivamogga Section

from Ch.170+415 km. to

Ch.226+750 km., Bettadahalli

– Shivamogga Section of NH-

206 on Hybrid Annuity mode

under Bharatmala Pariyojana

in the State of Karnataka

(Package IV) awarded by

National Highways Authority

of India (“NHAI”)

147 | P a g e

14 Jaora-

Nayagaon

Toll Road

Company

Pvt. Ltd.

Associate 34.74% To carry on the business of

Design, Construction, Finance,

Strengthening, Widening,

Operation and Maintenance on

BOT basis for the Four Laning

of Jaora-Nayagaon section

from Km. 126/200 to 252/200

of State Highway 31 in the

State of Madhya Pradesh

15 PNG Tollway

Ltd.

Associate 26% To undertake Design,

Engineering, Finance,

Procurement, Construction,

Operation and Maintenance of

6 laning of Pimpalgaon –

Nashik – Gonde Section of NH

– 3 from Km 380.000 to Km

440.000 in the State of

Maharashtra under NHDP

Phase III on Design, Build,

Finance, Operate and Transfer

(DBFOT) basis.

148 | P a g e

ANNEXURE L

CASH FLOWS OF THE DEBENTURES

Face Value (per Debenture): Rs. 10,00,000

Interest: 10.45% per annum (payable annually after the Initial Interest Payment Date)

Number of Debentures: 1,500

First Interest Reset Date - February 25, 2021

(in INR)

September 04, 2019 -1,50,00,00,000

April 24, 2020 9,97,88,934

February 25, 2021 1,63,18,41,781

Second Interest Reset Date - February 25, 2022

(in INR)

September 04, 2019 -1,50,00,00,000

April 24, 2020 9,97,88,934

April 23, 2021 15,63,20,548

February 25, 2022 1,63,22,71,233

On Maturity

(in INR)

September 04, 2019 -1,50,00,00,000

April 24, 2020 9,97,88,934

April 23, 2021 15,63,20,548

April 25, 2022 1,65,76,08,904

September 04, 2019 ASHOKA CONCESSIONS LIMITED CIN

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Transcript of September 04, 2019 ASHOKA CONCESSIONS LIMITED CIN