Srei Equipment Finance Limited
Our Company was incorporated on June 13, 2006 as a public limited Company under the provisions of the Companies Act, 1956 and received the certificate of commencement of business on November 28, 2006. Registered Office of the Issuer
‘Vishwakarma’, 86C Topsia Road (South) Kolkata – 700 046 West Bengal, India Tel: +91 33 6639 4700
Fax: +91 33 22857542
CIN: U70101WB2006PLC109898 Email-id: [email protected] Corporate Office of the Issuer
7th Floor, OLISA House, No. 4, Government Place (North) Kolkata 700 001 West Bengal, India
Head Office of the Issuer
Plot No Y-10, Block EP, Sector-V, Salt Lake City Kolkata-700091 West Bengal, India
Tel: +91 33 6160 7734 Fax: +91 33 6602 2600
Company Secretary and Compliance Officer of the Issuer Name : Mr. Naresh Mathur
Address : Plot No. Y-10, Block-EP, Sector-V, Salt Lake City Kolkata- 700091, West Bengal, India
Telephone : +91 33 6160 7734 Fax : +91 33 6602 2600 E-Mail : naresh.mathur @srei.com Compliance Officer to the Issue
Name : Mr. C. R. Sudharsanam
Address : Plot No. Y-10, Block-EP, Sector-V, Salt Lake City Kolkata- 700091, West Bengal, India
Telephone : +91 33 6160 7734
Fax : +91 33 6602 2600
E-Mail : [email protected] Chief Financial Officer of the Issuer Name : Mr. C. R. Sudharsanam
Address : Plot No. Y-10, Block-EP, Sector-V, Salt Lake City Kolkata- 700091, West Bengal, India
Telephone : +91 33 6160 7734
Fax : +91 33 6602 2600
E-Mail : CR.Sudharsanam @srei.com Debenture Trustee
Axis Trustee Services Limited 2nd Floor, E-Wing, Axis House, Bombay Dyeing Mills Compound Pandurang Budhkar Marg, Worli Mumbai 400 025
Tel: +91 22 2425 5206 Fax: +91 22 2425 4200
Email: [email protected]
Investor Grievance Email : [email protected] Website:www.axistrustee.com
Compliance Officer: Mr D J Bora SEBI Registration No.: IND000000494 CIN : U74999MH2008PLC182264
Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated March 11, 2015 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.
All the rights and remedies of the Debenture Holders under this Issue shall vest in and shall be exercised by the appointed Debenture Trustee for this Issue without having it referred to the Debenture Holders. All investors under this Issue are deemed to have irrevocably given their authority and consent to the Debenture Trustee so appointed by our Company for this Issue to act as their trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by our Company to the Debenture Holders/Debenture Trustee, as the case may be, shall, from the time of making such payment, completely and irrevocably discharge our Company pro tanto from any liability to the Debenture Holders. For details on the terms of the Debenture Trust Deed, please refer to the section titled “Issue Related Information” on page no. 133 of this Draft Prospectus.
Registrar of the Issue
Karvy Computershare Private Limited Plot No. 17 to 24, Vithalrao Nagar Madhapur, Hyderabad 500 081 Tel: +91 40 4465 5000 Fax: +91 40 2343 1551 Email: [email protected]
Investor Grievance Email: [email protected] Website: www.karisma.karvy.com
Contact Person: Mr M. Murali Krishna Compliance Officer: Mr Rakesh Santhalia SEBI Registration No.: INR000000221 CIN: U74140TG2003PTC041636
Applicants or prospective investors may contact the Registrar to the Issue or the Compliance Officer to the Issue in case of any pre-Issue or post-Issue related problems, such as non-receipt of Allotment Advice, demat credit or Refund Orders.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, Application Form number, address of the Applicant, number of NCDs applied for, amount paid on application, Depository Participant (“DP”) and the collection centre of the relevant members of the Lead Managers, brokers and sub-brokers appointed in relation to the Issue (“Syndicate”) where the Application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a) the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full details such as name, address of Applicant, Application Form number, number of NCDs applied for and amount blocked on Application.
All grievances arising out of Applications for the NCDs made through Trading Members of the Stock Exchanges may be addressed directly to the relevant Stock Exchange.
Credit Rating Agencies
Credit Analysis and Research Limited
3rd Floor, Prasad Chambers (Shagun Mall Building)
10A, Shakespeare Sarani, Kolkata 700 071 Tel: (+91 33) 4018 1600 / 1601 / 1602 Fax: (+91 33) 4018 1603
E-mail: [email protected]
Brickwork Ratings India Private Limited 3rd Floor, Raj Alkaa Park
29/3 & 32/2 Kalena Agrahara,
Bannerghatta Road, Bengaluru 560076 Tel: (+91 80) 4040 9940
Fax: (+91 80) 4040 9941
E-mail: [email protected] Statutory Auditors
Deloitte Haskins & Sells Chartered Accountants
Bengal Intelligent Park, Building Alpha, 1st Floor Plot No - A2, M2 & N2, Block - EP & GP, Sector - V Salt Lake Electronics Complex
Kolkata - 700 091Tel: +91 33 6615 3400 Fax: +91 33 2281 7750
Contact Person: Mr. Arunabha Bhattacharya Membership No: 054110
Firm registration no: 302009E Registration
Corporate Identification Number: U70101WB2006PLC109898 issued by the Registrar of Companies, West Bengal.
Certification of Incorporation dated June 13, 2006 issued by the Registrar of Companies, West Bengal and Certificate for Commencement of Business dated November 28, 2006
Certificate of Registration no. N-05.06694 dated June 12, 2007 issued by the RBI allowing our Company to commence/carry on the business as a non deposit taking non-banking financial institution, under Section 45-IA of the RBI Act, 1934.
Certificate of Registration no. N-05.06694 dated January 1, 2008 issued by the RBI consequent on conversion of our Company to private limited company and change of name to Srei Infrastructure Development Finance Private Limited allowing our Company to commence/carry on the business as a non deposit taking non-banking financial institution, under Section 45-IA of the RBI Act, 1934.
Certificate of Registration no. N-05.06694 dated September 3, 2008 issued by the RBI consequent on change of name to Srei Equipment Finance Private Limited and reclassifying our Company as an Asset Finance Company – Non - Deposit Taking under Section 45-IA of the RBI Act, 1934.
Certificate of Registration no. N-05.06694 dated February 19, 2014 issued by the RBI consequent on change of name to Srei Equipment Finance Limited, classifying our Company as an Asset Finance Company – Non - Deposit Taking under Section 45-IA of the RBI Act, 1934.
Income-Tax Registration
Permanent Account Number: AAKCS3431L Lead Managers
Edelweiss Financial Services Limited Edelweiss House
Off CST Road, Kalina Mumbai 400 098 Tel: +91 22 4086 3535 Fax: +91 22 4086 3610
Email: [email protected] Investor Grievance Email:
[email protected] Website: www.edelweissfin.com Contact Person: Mr Lokesh Singhi Compliance Officer: Mr. B Renganathan SEBI Registration No.: INM0000010650 CIN:L99999MH1995PLC094941
Srei Capital Markets Limited* ‘Vishwakarma’,
86C, Topsia Road (South) Kolkata – 700 046 Tel: +91 33 6602 3845 Fax: +91 33 6602 3861 Email: [email protected]
Investor Grievance E mail: [email protected] Website: www.srei.com
Contact Person: Mr Manoj Agarwal Compliance Officer: Mr Manoj Agarwal SEBI Registration No.: INM000003762 CIN : U67190WB1998PLC087155
*Srei Capital Markets Limited is a wholly owned subsidiary of Srei Infrastructure Finance Limited, which is one of the Promoters of the Company, shall only be involved in marketing of the Issue
Legal Advisor to the Issue Khaitan & Co LLP Emerald House
1B Old Post Office Street, Kolkata 700 001 Tel: +91 33 2248 7000
Fax: +91 33 2248 7656
E-mail: [email protected]
Escrow Collection Banks / Bankers to the Issue [●]
Refund Bank [●]
Bankers to our Company Bank of Baroda
India Exchange Branch, 4, India Exchange Place, Kolkata- 700 001 Tel: +91 33 2231 4467 Fax: +91 33 2230 8775 Email Id: indiae@bankof baroda.com Bank of India 5, B.T.M Sarani, Kolkata-700 001 Tel: +91 33 2231 1296 Email id- [email protected] Bank of Maharashtra Chowringhee Road Branch 60C, Chowringhee Road, Kolkata – 700 020 Tel: +91 33 2283 2095
Email id- [email protected] [email protected] Central Bank of India
Corporate Finance Branch 33, N.S Road, 1st Floor, Kolkata – 700 001 Tel: +91 33 2262 4654/2230 3606 Email id- [email protected] Corporation Bank Corporate Banking branch 21 H B Sarani, Centre Point 1st Floor,
Kolkata-700 001
Tel: +91 33 2262 5442/2262 5443 Email id- [email protected]
DENA Bank Beck Bagan Branch
3, Mrigendra Lal Mitra Road, Kolkata – 700 017
Tel: +91 33 2287 7033
Email id- [email protected] DEG – Deutsche Investitions-
und Entwicklungsgesellschaft mbH
Kammergasse 22, 50676 Cologne, Germany
Tel: +49 (0)221 4986 1475 Email id- [email protected]
Deutsche Bank
Corporate Banking Coverage Brooke House
9 Shakespeare Sarani Kolkata – 700 071 Tel: +91 33 7100 9400
Email id- [email protected]
Indian Overseas Bank International Business Branch 2, Wood Street,
Kolkata – 700 016
Tel: 91 33 2283 4231/ 2280 1177 Email id- [email protected] ICICI Bank Limited
2B Gorky Terrace, Kolkata - 700 017
Tel: +91 33 2283 2209/4402 5300 Email id-
Karnataka Bank Limited Kolkata Overseas Branch Shubham Building, 1st Floor,
No.1. Sarojini Naidu Sarani, Park Street , Kolkata - 700 017 Tel: +91 33 2283
1611/1619(G)/2283 7903(CM) Email id- [email protected] [email protected]
Oriental Bank of Commerce Large Corporate Branch 6th Floor, Om Tower,
32, J.L Nehru Road Kolkata - 700 071
Tel: +91 33 2226 8303/4006 0750 Email id- [email protected]
State Bank of Bikaner & Jaipur CNW Branch,
20B, Part Street, Kolkata – 700 016
Tel: +91 33 2229 3032/2249 3310/4001 1447
Email id- [email protected]
State Bank of Hyderabad Commercial Branch,
Trinity Tower, Ground Floor, 83, Topsia Road(S), Kolkata-700 046 Tel: +91 33 2285 2061 Fax: +91 33 2285 2059 Email Id: [email protected]
Standard Chartered Bank Crescenzo, 6th Floor,
3A/F Plot No. C-38/39, G-Block, Bandra Kurla Complex,
Bandra (East) Mumbai – 400 051
Tel: +91 22 2675 7892/6115 8281
The Karur Vysya Bank Limited Ground Floor, SB Towers,
The Lakshmi Vilas Bank Fort Branch, Bharat House,
The South Indian Bank
37, Shakespeare Sarani Branch, Kolkata – 700 017 Tel: +91 33 2283 6387 Email id- [email protected] 104, B.S. Marg, Fort, Mumbai-400 001 Tel: +91 22 2267 2255/2247 Fax: +91 22 2267 0267 Email Id: [email protected] Church Lane, Kolkata-700 001 Tel: +91 33 2262 4816 UCO Bank
Flagship Corporate Branch 2, India Exchange place Kolkata – 700001
Tel: +91 33 2248 0698/64504477 Email id- [email protected]
Union Bank of India 1/1, Camac Street, 1st Floor, Kolkata – 700 016
Tel: +91 33 2229 7908 Email id-
Vijaya Bank
Brabourne Road Branch Martin Burn Building, 1 R.N. Mukherjee Road Kolkata – 700 001 Tel: +91 33 2243 5625 Email id-
[email protected] Lead Brokers to the Issue
[●]
Self-Certified Syndicate Banks
The banks which are registered with SEBI under Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to ASBA Applications submitted to the Lead Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock Exchanges only in the Specified Cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Lead Managers Lead Brokers, sub-brokers or the Trading Members of the Stock Exchanges is provided on http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting ASBA Applications from Members of the Syndicate or the Trading Members of the Stock Exchanges only in the Specified Cities, see the above mentioned web-link.
Impersonation
As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below:
“Any person who- (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names
or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013” Minimum Subscription
If our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. 1875 million, prior to Allotment, the entire subscription shall be refunded to the Applicants within fifteen (15) Days from the date of closure of the Issue. If there is delay in the refund of subscription by more than eight (8) days after our Company becomes liable to refund the subscription amount, our Company will pay interest for the delayed period, at the rate of 15 (fifteen) percent per annum to the same bank account from which the Application Money was received by our Company.
Underwriting
The Issue is not underwritten. Arrangers to the Issue
Expert Opinion
Except the following, our Company has not obtained any expert opinions in connection with this Draft Prospectus:
Vide letter dated March 16, 2015, our Company has received consent from Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of our Company to include their name as an expert under Section 26(5) of the Companies Act 2013 in this Draft Prospectus in relation to the examination report dated March 19, 2015 and statement of tax benefits dated March 19, 2015 included in this Draft Prospectus and such consent has not been withdrawn as on the date of this Draft Prospectus. Vide letter dated March 12, 2015 and March 13, 2015, our Company has received consent from CARE and BRICKWORK to include their name as an expert under Section 26(5) of the Companies Act 2013 in this Draft Prospectus and such consent has not been withdrawn as on the date of this Draft Prospectus
Credit Ratings and Rationale
By its letter dated March 11, 2015 CARE has assigned a rating of ‘CARE AA (Double A)’to the issue of NCDs by the Issuer to the extent of
`
3432.8 million with a minimum tenure of 3 (three) years & maximum tenure of 5 (five) years.By its letter dated March 12, 2015 CARE has assigned a rating of ‘CARE AA (Double A)’to the issue of NCDs by the Issuer to the extent of
`
1600 million with a minimum tenure of 3 (three) years & maximum tenure of 5 (five) years.All the Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Set out below is an extract of the rating rationale adopted by CARE:
“The above ratings continue to draw strength from the established position and satisfactory track record of both the joint venture partners (the Srei group and the BNP Paribas Lease group), well established business network with large customer base, diversified credit portfolio, comfortable asset liability maturity profile and satisfactory financial performance. The ratings also factor in SEFL’s satisfactory gearing and capitalization. The long term rating is, however, constrained by the risk associated with the volatility in interest rates, moderation in asset quality and increasing competition in the infrastructure equipment financing business. The ability of the Company to maintain its business growth with simultaneous protection of spreads as also improve its asset quality by containing the incremental NPAs would remain the key rating sensitivities.”
By its letter dated June 20, 2014 and revalidation letter dated March 11, 2015, BRICKWORK has assigned a rating of “BWR AA” (BWR Double A) (Outlook Stable) to the issue of NCDs by the Issuer to the extent of `
10,000 million. The said rating is valid till July 19, 2015.
Instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Set out below is an extract of the rating rationale adopted by BRICKWORK:
“Brickwork Ratings (BWR) has assigned the Rating of BWR AA (BWR Double A) with stable outlook for the proposed secured NCDs (Public Issue) of ` 500 crores of Srei Equipment Finance Limited (erstwhile Srei Equipment Finance Private Limited).
The rating, inter alia, factors experience of the promoter group in equipment financing business, its dominant market share, adequate financial performance in FY ‘ 14 in a difficult environment and conservative asset classification and provisioning norms followed. The rating is, however, constrained by concerns on asset quality as reflected by increasing NPAs and provision costs, decline in PAT, pressure on capital adequacy for future growth, and funding profile of the Company with high dependence on working capital lines from banks.” Statement of Inter Se Allocation of Responsibilities for the Issue
The following table sets forth the distribution of responsibility and coordination for various activities amongst the Lead Managers:
No Activities Responsibility Coordinator
1. Structuring of various issuance options with relative
components and formalities etc. Edelweiss Edelweiss
2. Due diligence of Company’s operations/ management/ business plans/ legal etc.
Drafting and design of the Offering Document and of
No Activities Responsibility Coordinator statutory advertisement including memorandum
containing salient features of the Offering Document. (The Merchant Bankers shall ensure compliance with stipulated requirements and completion of prescribed formalities with the BSE and SEBI including finalization of Offering Document and filing)
3. Drafting and approval of all publicity material other than statutory advertisement as mentioned in (2) above including corporate advertisement, brochure, etc.
Edelweiss Edelweiss 4. Appointment of other intermediaries viz., Registrar(s),
Printers, Advertising Agency and Bankers to the Issue Edelweiss Edelweiss 5. Finalization of agreement with stock exchanges (if any)
for using their platform, completing other necessary formalities in this regard and coordination in obtaining user id, password etc. from exchanges
Edelweiss Edelweiss
6. Preparation of road show presentation, FAQs Edelweiss, Srei Caps Edelweiss 7. Marketing Strategy for Institutional and Non-Institutional
Investor(s) which will cover inter alia:
Finalize media, marketing and public relation strategy and publicity budget,
Finalize centers for holding conferences for brokers, etc.
Finalize collection centers,
Follow-up on distribution of publicity and Issue material including form, Draft Prospectus and deciding on the quantum of the Issue material
Edelweiss, Srei Caps Edelweiss
8. Marketing Strategy for Individual Category Investor(s) which will cover inter alia:
Finalize media, marketing and public relation strategy and publicity budget,
Finalize centers for holding conferences for brokers, etc.
Finalize collection centers,
Follow-up on distribution of publicity and Issue material including form, Draft Prospectus and deciding on the quantum of the Issue material
Edelweiss, Srei Caps Edelweiss
9. The Post Issue activities for the Issue will involve essential follow up steps, which include the management of escrow accounts, finalization of the basis of allotment, dispatch of refunds, demat and delivery of securities, finalization of listing and trading of instruments with the various agencies connected with the work such as the Registrar(s) to the Issue and Bankers to the Issue and the redressal of investor grievances in relation to post issue activities.
Edelweiss Edelweiss
Utilisation of Issue proceeds
Our Board / Committee of Directors, as the case may be, certifies that:
All monies received out of the Issue shall be credited/transferred to a separate bank account maintained with a Scheduled Bank other than the bank account referred to in section 40(3) of the Companies Act