SUZLON ENERGY LIMITED Letter of Offer
September 28, 2022
For Eligible Equity Shareholders only
Suzlon Energy Limited
Our Company was incorporated as "Suzlon Energy Limited" on April 10, 1995 as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation granted by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad. Our Company received the certificate of commencement of business from the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad on April 25, 1995. For details of changes in registered office of our Company, see "General Information" on page 55.
Registered Office: "Suzlon", 5, Shrimali Society Near Shri Krishna Complex, Navrangpura, Ahmedabad 380 009, Gujarat, India; Tel: +91 79 6604 5000
Corporate Office: One Earth, Hadapsar, Pune 411 028, Maharashtra, India; Tel: +91 20 6702 2000
Contact Person: Geetanjali S. Vaidya, Company Secretary and Compliance Officer
E-mail: investors@suzlon.com; Website: www.suzlon.com
Corporate Identity Number: L40100GJ1995PLC025447
OUR PROMOTERS: TULSI R. TANTI, GITA T. TANTI, TULSI RANCHHODBHAI HUF, RANCHHODBHAI RAMJIBHAI HUF, RANCHHODBHAI
RAMJIBHAI FAMILY TRUST AND TANTI HOLDINGS PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SUZLON ENERGY LIMITED (OUR "COMPANY") ONLY
ISSUE OF UP TO 2,400,000,000 PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹2 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES")
FOR CASH AT A PRICE OF ₹5.00 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹3.00 PER RIGHTS EQUITY SHARE) AGGREGATING UP TO ₹1,200.00 CRORE* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 5 RIGHTS EQUITY SHARES FOR EVERY 21 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON TUESDAY, OCTOBER 4, 2022 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 298.
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*Assuming full subscription and receipt of all Call Monies with respect to Rights Equity Shares
PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES
AMOUNT PAYABLE PER RIGHTS EQUITY SHARE* | Face Value ( ₹) | Premium (₹) | Total (₹) |
On Application | 1.00 | 1.50 | 2.50 |
Additional calls as may be decided by the Board/Committee of the Board from time to time | 1.00 | 1.50 | 2.50 |
Total (₹) | 2.00 | 3.00 | 5.00 |
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* For further details on Payment Schedule, see "Terms of the Issue" on page 298.
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
Neither our Company nor any of our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (the "SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" on page 19.
COMPANY'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects 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 Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges"). Our Company has received the "in-principle" approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to the Issue through their letters dated September 19, 2022. Our Company will also make applications to the Stock Exchanges to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of this Issue, the Designated Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
Inga Ventures Private Limited | KFin Technologies Limited |
1229 Hubtown Solaris | (formerly known as KFin Technologies Private Limited) |
N.S. Phadke Marg | Selenium, Tower B |
Opp. Telli Galli | Plot No. 31 and 32 Financial District |
Andheri (East), Mumbai 400 069 | Nanakramguda, Serilingampally |
Maharashtra, India | Hyderabad, Rangareddi 500 032 |
Tel: +91 22 6988 6003 | Telangana, India |
E-mail: suzlon.rights@ingaventures.com | Tel: +91 40 6716 2222 |
Investor Grievance ID: investors@ingaventures.com | Email: suzlon.rights@kfintech.com |
Website: www.ingaventures.com | Grievance Email: einward.ris@kfintech.com |
Contact person: Kavita Shah | Website: www.kfintech.com |
SEBI Registration No.: INM000012698 | Contact Person: M. Murli Krishna |
SEBI Registration No.: INR000000221 |
ISSUE PROGRAMME
ISSUE OPENS ON | LAST DATE FOR ON MARKET | ISSUE CLOSES ON** |
RENUNCIATION* | ||
Tuesday, October 11, 2022 | Friday, October 14, 2022 | Thursday, October 20, 2022 |
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*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.
**Our Board or the Securities Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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TABLE OF CONTENTS | |
NOTICE TO INVESTORS .................................................................................................................................... | 11 |
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION ............................... | 13 |
FORWARD LOOKING STATEMENTS ............................................................................................................. | 16 |
SUMMARY OF LETTER OF OFFER ................................................................................................................. | 17 |
SECTION II: RISK FACTORS.................................................................................................................................... | 19 |
SECTION III: INTRODUCTION ................................................................................................................................ | 53 |
THE ISSUE.............................................................................................................................................................. | 53 |
GENERAL INFORMATION ................................................................................................................................ | 55 |
CAPITAL STRUCTURE ....................................................................................................................................... | 60 |
OBJECTS OF THE ISSUE .................................................................................................................................... | 63 |
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................... | 67 |
SECTION IV: ABOUT OUR COMPANY .................................................................................................................. | 73 |
INDUSTRY OVERVIEW ...................................................................................................................................... | 73 |
OUR BUSINESS...................................................................................................................................................... | 94 |
OUR MANAGEMENT......................................................................................................................................... | 116 |
SECTION V: FINANCIAL INFORMATION........................................................................................................... | 122 |
FINANCIAL STATEMENTS .............................................................................................................................. | 122 |
ACCOUNTING RATIOS AND CAPITALISATION STATEMENT.............................................................. | 234 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS ...................................................................................................................................................... | 236 |
SECTION VI: LEGAL AND OTHER INFORMATION ......................................................................................... | 281 |
OUTSTANDING LITIGATION AND DEFAULTS.......................................................................................... | 281 |
GOVERNMENT AND OTHER APPROVALS ................................................................................................. | 288 |
MATERIAL DEVELOPMENTS ........................................................................................................................ | 289 |
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................... | 290 |
SECTION VII: ISSUE INFORMATION................................................................................................................... | 298 |
TERMS OF THE ISSUE ...................................................................................................................................... | 298 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... | 323 |
RESTRICTIONS ON PURCHASES AND RESALES ...................................................................................... | 325 |
SECTION VIII: OTHER INFORMATION .............................................................................................................. | 333 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................... | 333 |
DECLARATION .......................................................................................................................................................... | 335 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification will be deemed to include all amendments, supplements, re- enactments and modifications thereto from time to time, and any reference to a statutory provision shall include any subordinate legislation made from time to time thereunder. The words and expressions used but not defined in this Letter of Offer will have the same meaning as assigned to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made thereunder, as applicable.
The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
Terms used in "Summary of Letter of Offer", "Statement of Special Tax Benefits", "Financial Statements", "Outstanding Litigations and Defaults" and "Terms of the Issue" on pages 17, 67, 122, 281 and 298, respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections.
General Terms
Term | Description |
"Company", "Our Company", "the | Suzlon Energy Limited, a public limited company incorporated under the Companies Act, |
Company", or "SEL" | 1956 whose registered office is situated at "Suzlon", 5, Shrimali Society, Near Shri Krishna |
Complex Navrangpura, Ahmedabad 380 009, Gujarat, India | |
"We", "Our", "Us", or "our | Unless the context otherwise requires, indicates or implies or unless otherwise specified, our |
Group" | Company along with our Subsidiaries, our Joint Ventures and our Associates, on a |
consolidated basis, as applicable, as at and during the relevant Fiscal |
Company Related Terms
Term | Description | |
2019 FCCBs | U.S.$546,916,000 step-up foreign currency convertible bonds due 2019 issued by our | |
Company, and extinguished and fully marked down in August 2020 | ||
2032 FCCB Conditions | The terms and conditions of the 2032 FCCBs | |
2032 FCCBs | U.S.$35,931,200 4% foreign currency convertible bonds due 2032 issued by our Company | |
and constituted by a trust deed (as amended or supplemented from time to time) dated on or | ||
about August 17, 2020 and made between our Company and The Bank of New York Mellon, | ||
London Branch as trustee for the Bondholders | ||
"Articles | of Association" or | Articles of association of our Company, as amended from time to time |
"Articles" | ||
Associates | The associate companies of our Company, namely, Aalok Solarfarms Limited, Abha | |
Solarfarms Limited, Heramba Renewables Limited, Shreyas Solarfarms Limited and Suzlon | ||
Energy (Tianjin) Limited | ||
Audit Committee | The audit committee of our Board | |
Audited | Consolidated Financial | The audited consolidated financial statements as at and for the financial year ended March |
Statements | 31, 2022 of our Group (including our Group's share of loss in its associate and joint ventures) | |
prepared in accordance with Ind AS and the Companies Act and which comprises the | ||
consolidated balance sheet as at March 31, 2022, and the consolidated statement of profit and | ||
loss, including other comprehensive income, the consolidated statement of cash flows and the | ||
consolidated statement of changes in equity for the year then ended, along with notes to the | ||
consolidated financial statements, a summary of significant accounting policies and other | ||
explanatory information | ||
"Auditors" or "Statutory Auditors" | The statutory auditors of our Company, namely, Deloitte Haskins & Sells LLP, Chartered | |
Accountants | ||
"Board of Directors", or "Board" | The board of directors of our Company or any duly constituted committee thereof. | |
or "our Board" | ||
Bondholders | The holders of the 2032 FCCBs | |
CCPS | 0.0001% unsecured compulsorily convertible preference shares of face value of ₹100,000 | |
each of SGSL, which were fully converted into equity shares having face value of ₹10 each | ||
of SGSL | ||
Chairman and Managing Director | The chairman and managing director of our Company, Tulsi R. Tanti | |
Consortium Lenders | A consortium of lenders to the STG whose fund-based and non-fund-based credit facilities | |
were the subject matter of the Debt Resolution Plan | ||
Corporate Office | Corporate Office of our Company situated at One Earth, Hadapsar, Pune 411 028, | |
Maharashtra, India | ||
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Term | Description |
Debt Resolution Plan | A resolution plan for restructuring of debt formulated under the RBI Stressed Asset |
Resolution Circular and implemented by the STG through execution of a framework | |
restructuring agreement dated June 5, 2020 | |
Director(s) | The director(s) on our Board, as disclosed in "Our Management" on page 116 |
Disposal of Non-Core Assets | The proposed disposal of, inter alia, (i) identified proceeds from the sale of the Corporate |
Office, (ii) 100% of the equity shares of SEFL, held by our Company and (iii) sale of the | |
international O&M business towards the prepayment of the RTL, under the RTL Agreement | |
Enforcement Directorate or ED | Directorate of Enforcement, Mumbai Zonal Office -I or Directorate of Enforcement, Mumbai |
Zonal Office -II or Directorate of Enforcement, Bengaluru Zonal Office, as the case may be | |
Executive Director(s) | Executive Director(s) of our Company being the Chairman and Managing Director and the |
Whole-time Director and Chief Operating Officer, unless otherwise specified. | |
Equity Shares | Equity shares of face value of ₹2 each of our Company |
ESOP-2022 | Our Company's employee stock option plan, the Employee Stock Option Plan-2022 |
Group Chief Executive Officer | The group chief executive officer of our Company, Ashwani Kumar |
Group Chief Financial Officer | The group chief financial officer of our Company, Himanshu Mody |
Group Companies | Group companies of our Company as determined in terms of Regulation 2(1)(t) of SEBI |
ICDR Regulations | |
Independent Directors | An independent Director appointed as per the Companies Act, 2013 and the SEBI Listing |
Regulations. For details of the Independent Directors, see "Our Management" beginning on | |
page 116 | |
Investor Group | Collectively, GEE SIX Enterprises (through its partners Cannon Realty Private Limited and |
Sun Fastfin Services Private Limited), Sunrise Associates (through its partners Shanghvi | |
Finance Private Limited, Aditya Medisales Limited and Kumud S. Shanghvi), Goldenstar | |
Enterprises (through its partners Shanghvi Finance Private Limited, Aditya Medisales | |
Limited and Aalok D. Shanghvi), Pioneer Resources (through its partners Shanghvi Finance | |
Private Limited, Aditya Medisales Limited and Vibha Shanghvi), Expert Vision (through its | |
partners Aditya Medisales Limited, Mackinon Enterprises Private Limited (formerly M J | |
Pharmaceuticals Private Limited) and Ms. Vidhi Shanghvi), Aalok Dilip Shanghvi, Vibha | |
Dilip Shanghvi, Vidhi Dilip Shanghvi, Neostar Developers LLP, Real Gold Developers LLP, | |
Suraksha Buildwell LLP, Sudhir Vrundavandas Valia, Raksha Sudhir Valia, Vijay Mohanlal | |
Parekh and Paresh Mohanlal Parekh | |
IREDA | Indian Renewable Energy Development Agency Limited |
Joint Ventures | Joint Ventures of our Company, namely, Consortium Suzlon Padgreen Co Ltd, SGL* and |
Vayudoot Solarfarms Limited* | |
________ | |
* Subsidiary of our Company under the provisions of the Companies Act but classified as a joint venture | |
in our Audited Consolidated Financial Statements and our June Financial Results | |
June Financial Results | The unaudited consolidated financial results for the three month period ended June 30, 2022 |
of our Group (including our Group's share of net profit after tax and total comprehensive | |
income of its associates and joint venture), prepared in accordance with Ind AS 34 and | |
Regulation 33 of the SEBI Listing Regulations and which have been subject to a limited | |
review by our Auditors in accordance with SRE 2410 | |
"Key Managerial Personnel" or | Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI |
"KMP" | ICDR Regulations, as disclosed in "Our Management" on page 116 |
Material Subsidiaries | Suzlon Global Services Limited, Suzlon Gujarat Wind Park Limited and SE Forge Limited |
Memorandum of Association | Memorandum of Association of our Company, as amended from time to time |
Non-Executive Director(s) | A Director, not being an Executive Director of our Company. |
OCD | 0.01% secured optionally convertible debentures of face value of ₹100,000 each of our |
Company, which were fully converted into our Equity Shares | |
Promoter Group | Unless the context requires otherwise, the promoter group of our Company as determined in |
accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations. For further details, see | |
"Capital Structure" on page 60 | |
Promoters | The promoters of our Company, being Tulsi R. Tanti, Gita T. Tanti, Tulsi Ranchhodbhai |
HUF, Ranchhodbhai Ramjibhai HUF, Ranchhodbhai Ramjibhai Family Trust and Tanti | |
Holdings Private Limited. For further details, see "Capital Structure" on page 60 | |
REC | REC Limited, formerly Rural Electrification Corporation Limited |
REC Loan | Loan of ₹3,553.00 crore sanctioned by REC pursuant to the RTL Agreement |
Registered Office | Registered office of our Company situated at "Suzlon", 5, Shrimali Society, Near Shri |
Krishna Complex, Navrangpura, Ahmedabad 380 009, Gujarat, India. For details of changes | |
in registered office of our Company, see "General Information" on page 55 | |
Restructured Facilities | The fund-based and non-fund-based credit facilities obtained by the STG from the |
Consortium Lenders which were the subject matter of the Debt Resolution Plan | |
RTL | A secured rupee term loan aggregating to ₹4,053.00 crore by the RTL Lenders in favour of |
the RTL Borrowers pursuant to the RTL Agreement | |
RTL Agreement | Secured rupee term loan agreement dated April 28, 2022 entered into by and among the RTL |
Borrowers, the RTL Lenders and SBI Trustee | |
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Suzlon Energy Limited published this content on 29 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 October 2022 16:26:45 UTC.
