Information Memorandum / Private & Confidential
Disclosure DocumentNot For Circulation
Information Memorandum/ Disclosure Document
(For Private Circulation only)
DEFINITIONS AND ABBREVIATIONS
The Company / Issuer / Starlight Systems/Starlight / Starlight Systems Private Limited / Starlight Systems Private Limited,A Company incorporated under the Companies Act, 1956 and having with its registered office atC-21 Housefin Bhavan, Bandra Kurla Complex, Bandra (East), Mumbai 400051“we”, “us”, “our” / Unless the context otherwise requires, the Company, its Subsidiaries, and joint ventures.
Allotment Intimation / An advice informing the allottee of the number of Letter(s) of Allotment/Debenture(s) allotted to him in Electronic (Dematerialised) Form
Allot/Allotment/Allotted / Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue.
Articles / Articles of Association of the Company
Board / Board of Directors of the Company or a Committee thereof
Credit Rating Agency / ICRAor any other Rating Agency, appointed from time to time
Coupon Payment Date / Date of payment of interest on the Debentures
Date of Allotment / The date on which Allotment for the Issue, has been made
Debentures / Rated, Taxable, Redeemable Non-Convertible Debenture(s) of face value of Rs.1,00,000/- each aggregating to Rs. 82.99 crores issued and allotted by the Issuer
Debentureholder(s) / The investors who have been Allotted Debentures.
Debenture Trustee / Trustee for the Debenture holders, in this case being IDBI Trusteeship Services Limited (ITSL)
Depository/ies / National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL)
Designated Account / A separateaccount opened for the purpose of servicing the interest and principal payments on the Debentures
DP / Depository Participant
FEMA Regulations / The Regulations framed by the RBI under the provisions of the Foreign Exchange Management Act, 1999, as amended from time to time
FII / Foreign Institutional Investor (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995) registered with SEBI
I.T. Act / The Income-tax Act, 1961 as amended from time to time
Information Memorandum/ Disclosure Document / This Information Memorandum
Issue / Rated,Redeemable,Taxable and Non-Convertible Debentures issued on a Private Placement basis
ISIN / International Securities Identification Number
Memorandum / MoA / Memorandum of Association of the Company
Mn / Million
Mutual Fund / A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
NCD(s) / Rated, Taxable, Redeemable Non-Convertible Debenture(s) of face value of Rs.1,00,000/- each aggregating to Rs. 82.99 crores issued and allotted by the Issuer
NRI / A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the FEMA Regulations.
Overseas Corporate Body / OCB / A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under FEMA Regulations. OCBs are notpermitted to invest in the Debentures under this issue.
Pay In Date / The date on which the Debenture-holders shall make payment for subscription to the Debentures.
Registrar/Registrar to the Issue / Registrar to the Issue, in this case beingAdroit Corporate Services Private Limited.
ROC / The Registrar of Companies, Maharashtra
RTGS / Real Time Gross Settlement, an electronic funds transfer facility provided by RBI
RBI / The Reserve Bank of India
SEBI / Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)
SEBI Regulations / The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI
Stock Exchange / The Bombay Stock Exchange Limited
The Act / The Companies Act, 1956 (as amended from time to time)
Transaction Document/(s) / Debenture Trustee Agreement / Deed and / or any other documents
TABLE OF CONTENTS
DISCLAIMER......
GENERAL INFORMATION......
(a) Name & Address of the Registered Office......
(b) Board of Directors......
(c) Company Secretary / Compliance officer......
(d) Auditors......
(e) Debenture Trustee......
(f) Registrar to the Issue......
ISSUER PROFILE......
MAJOR EQUITY / DEBT HOLDERS -......
DEBT – EQUITY RATIO......
SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES -……...
PERMISSION /CONSENT FOR FIRST PARI-PASSU CHARGE......
MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
MATERIAL EVENTS......
BRIEF OFFER DETAILS......
(a) The Issue......
(b) Utilisation of the Issue Proceeds......
(c) Listing......
(d) Rating......
(e) Redemption Price......
(f) Redemption :......
(g) Early Payment :......
(h) Period of Maturity......
(i) Coupon Rate......
(j)Discount / Effective Price to Investor......
(k) Security......
DEBENTURE TRUSTEE......
OFFERING INFORMATION......
OTHER REGULATORY AND STATUTORY DISCLOSURES......
ANNEXURE II : UNDERTAKING BY THE COMPANY......
DISCLAIMER
This Information Memorandum/ Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the Bombay Stock Exchange Limited has been made strictly on a private placement basis.This information Memorandum/Disclosure Document has been prepared for the purpose of listing of the Non-Convertible Debentures issued by the Company.It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum/ Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.
This Information Memorandum/ Disclosure Document has been prepared inconformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Therefore, as per the applicable provisions,copy of this Information Memorandum/ Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue hasbeen made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Information Memorandum/ Disclosure Documenthas not been filed withthe RoC or the SEBI.
This information Memorandum/Disclosure Document has been prepared for the purpose of listing of the Non-Convertible Debentures issued by the Issuer.This Information Memorandum/ Disclosure Document has been prepared to provide general information about the Issuer..This Information Memorandum / Disclosure Document does not purport to contain all the information that any potential investor may require. Neither this Information Memorandum/ Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum/ Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.
The Issuer confirms that, as of the date hereof, this Information Memorandum/ Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum/ Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.
This Information Memorandum/ Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company.All investors are required to comply with the relevant regulations/guidelines applicable to them. It is not intended for distribution to any other person and should not be reproduced by the recipient.
The person who is in receipt of this Information Memorandum/ Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.
Each person receiving this Information Memorandum/ Disclosure Document acknowledges that:
Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and
Such person has not reliedon any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision.
The Issuer does not undertake to update the Information Memorandum/ Disclosure Document to reflect subsequent events after the date of the Information Memorandum/ Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.
Neither the delivery of this Information Memorandum/ Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.
This Information Memorandum/ Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Information Memorandum/ Disclosure Document in any jurisdiction where such action is required. The distribution of this Information Memorandum/ Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum/ Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential.
GENERAL INFORMATION
(a) Name & Address of the Registered Office
Starlight Systems Private Limited
5-9th Floor, C-21, House Fin Bhavan, C-Block, Bandra Kurla Complex, Bandra (East)
Mumbai – 400 051
Phone: +91 26267800
Email:
Address of Corporate Office
5th Floor, Sunteck Centre, 37-40, Subhash Road, Vile Parle E, Mumbai - 400057
(b) Board of Directors
Name / Position / AddressKamal Khetan / Director / 505, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai – 400 059
Ph. No. 91-22-22924676, 2831464
Manisha Khetan / Nominee Director / 505, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai – 400 059
Ph. No. 91-22-22924676, 28314646
Khushru Jijina / Nominee Director / PiramalTower, Ganpatrao Kadam Marg, Lower Parel, Mumbai -400013
Ph. No. 91-22-3044640
Shanti Shrigopal Khetan / Director / 505, Acme Plaza, Andheri Kurla Road,
Andheri (East), Mumbai – 400 059
Ph. No. 91-22-22924676, 28314646
(c) Company Secretary / Compliance officer
Ms. Rachana Hingarajia
Administrative Office Address : 5th Floor, Sunteck Centre, 37-40, Subhash Road, Vile Parle E, Mumbai - 400057
Tel: +91 26267800
Fax: +91 26267890
Email:
Investors can contact the compliance officer in case of any post-Issue related problems such as non-receipt of letters of allotment, credit of debentures, interest on application money etc in the respective beneficiary account or refund orders, etc.
(d) Auditors
Shankarlal Jain & Associates ,
Chartered Accountants
Address:12 , EngineerBuilding ,265 Princess Street ,Mumbai 400 002
Tel: +91 22 2203 6623
Fax: +91 22 2208 6269
(e) Debenture Trustee
IDBI Trusteeship Services Ltd.
Address:AsianBuilding, Ground Floor, 17. R. Kamani Marg, Ballard Estate
Mumbai 400 001
Tel: +91 22 40807000
Fax: +91 22 66311776
Contact Person: Ms.Brindha Venkatraman
Email:
Website:
(f) Registrar to the Issue
Adroit Corporate Services Private Limited
Address: 19/20, Jafferbhoy Industrial Estate, 1st Floor,Makwana Road, Marol Naka, Andheri (E), Mumbai – 59
Tel : +91 22 28594060
Fax: +91 22 28503078
Contact person: Ms. Veena Sheety, Director
Email :
ISSUER PROFILE
Brief summary of the business/activities of the Company & its line of business
Starlight Systems Private Limited is a real estate development and construction company which is engaged in developing Residential and commercial spaces. The Company is also operating Corporate Business Centres in Mumbai catering to specific office requirements ofvarious MNC’s and Indian corporate. The main business activities of the company are as under:
- Real Estate Services
- Corporate Business Centres
- Construction & developing infrastructure
The Company is a subsidiary company of Sunteck Realty Limited, a company incorporated under the Companies Act, 1956 and having its equity shares listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. Currently, the Company is developing two residential projects – SignatureIsland on Plot R.1.2 and R.1.3, G Block, Bandra Kurla Complex, Mumbai – 400051 and Signia Isles on Plot R.1.4, G Block, Bandra Kurla Complex, Mumbai – 400051. It also manages Leased Asset at 5th – 9th Floors, Housefin Bhavan, C – 21 Bandra Kurla Complex, Mumbai – 400051.
Brief history of the Company since its incorporation and changes in its capital structure and borrowings, if any
Starlight Systems Private Limited was incorporated on March 29, 2000 as a private limited company under the Companies Act, 1956. The Company is a real estate development and construction company which is engaged in developing residential and commercial spaces.
Year of Acquisition / Project Name, Location / Project Type / Acquisition Mode2001 / Sunteck Certainty, BKC / Built Office / Government Tender
2006 / SignatureIsland / Luxury Residential / Government Tender
2008 / Signia Isles / Premium Residential / Government Tender
Capital Structure of the Company as at September 30, 2009
Share Capital / Amount (Rs.)A. Authorized Capital
500,000 Equity shares of Rs. 10/- each / 5,000,000
B. Issued, Subscribed and Paid-up Capital
400,000 Equity shares of Rs. 10/- each / 4,000,000
C. Paid Up Capital after the present issue
400,000 Equity Shares of Rs. 10/- each / 4,000,000
Details of the changes in the share capital structure of the Company since inception are given below:
History of Authorized Share Capital
Sr. No / Date / Particulars / Authorized Capital (In Rs.)1. / March 29, 2000 / Incorporation / Rs. 100,000/- divided into 10,000 Equity Shares of Rs. 10/- each.
2. / September 28, 2002 / Increase in Authorized Share Capital / Rs. 1,000,000/- divided into 100,000 Equity Shares of Rs. 10/- each
3. / February 13, 2006 / Increase in Authorized Share Capital / Rs. 5,000,000/- divided into 5,00,000 Equity Shares of Rs. 10/- each
History of Issued, Subscribed and Paid-Up Capital:
Sr. No / Event / Nature / Date / No. of shares / Face Value per share / Amount(In Rs.)
1. / Allotment to the subscribers to Memorandum & Articles of Association of the Company / Equity / 29.03.00 / 20 / 10 / 200
2. / Issue and Allotment of Shares / Equity / 30.09.02 / 87,500 / 10 / 875,000
3. / Issue and Allotment of Shares / Equity / 17.02.06 / 312,480 / 10 / 3,124,800
Starlight Systems Private Limited:Unaudited Balance Sheet as on September 30, 2009
Starlight SystemsPrivate Limited:Unaudited Profit & Loss Account as on September 30, 2009
DETAILS OF SECURITIES ISSUED,ALLOTTED AND SOUGHT TO BE LISTED
Instrument / Rated, Taxable, Redeemable Non-Convertible Debenture(s) issued by the IssuerDenomination of the Instrument/ Face Value / Rs 1,00,000/- per Debenture
Issue Price / At Par
No. of Debentures / 8,299 (Eight Thousand Two Hundred & Ninety Nine) Debentures
Tenor / 4 years from the Date of Allotment
Coupon / 15%p.a
Issue Amount / 82.99 Crores
Rating / LBBB-by ICRA
Security / Unsecured
Redemption / Bullet repayment
Redemption Price / The NCDs will redeem at a Premium. Such premium will be decided by the Issuer and the Debentureholders prior to full principal repayment of the NCDs.
Interest Frequency / Annually
Mode of Placement / Private Placement
Dematerialized / Yes
Day Count Basis / Actual / Actual
Business Days / Mumbai
Purpose / The proceeds from the issue shall be utilised for general corporate purposes
DETAILS OF PAST BORROWINGS
Loan / Amount (Rs.)Secured Loans
Central Bank of India / 20,000,000
Unsecured Loans
From Body Corporate / 360,050,000
From Others / 40,475,200
Application Money for Optionally Convertible Debentures / 646,400,000
Unsecured Debentures Issued and Allotted by the Company as of 30 November, 2009
4,446 Series B Non-Convertible Debentures of Rs 100,000 /- each / 444,600,000
2,074 Optionally-Convertible Debentures of Rs 100,000 /- each / 207,400,000
Debt Securities 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
The Company till date has not issued any debt securities for consideration other than cash or discount or premium in pursuance of an option.
MAJOR EQUITY / DEBT HOLDERS -
Details of highest ten holders of each kind of securities of the Company as on date :
Equity Shares :
Name & Address of the Shareholder
/No. of Shares Held
Sunteck Realty Limited5th floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (E), Mumbai – 57 / 240,000 of Rs 10 each
Piramal Sunteck Realty Private Limited
4th floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai -13 / 160,000 of Rs 10 each
Total
/400,000
DEBENTUREHOLDERS OF THE COMPANY:
Non Convertible Debentures (NCDs):
Sr. No.
/Name of the Holders
/Address of the Holders
/No. of Securities
1 / Infina Finance Private Limited / 7th Floor, Dani Corporate Park, CST Road, Kalina, Santa Cruz (E), Mumbai – 98 / 8,299 of Rs 100,000 each2 / Piramal Sunteck Realty Private Limited / 4th floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai -13 / 4,446 of Rs 100,000 each
Optionally Convertible Debentures (OCDs):
Sr. No.
/Name of the Holders
/Address of the Holders
/No. of Securities
1 / Kotak Alternate Opportunities India Fund / INGS Point Bilding, 5th Floor, Plot No. 8, Near University campus, CST Road, Kalina, Santacruz (East), Mumbai - 98 / 2,074 of Rs 100,000 eachDEBT – EQUITY RATIO
RatioPrior to the current Issue (as at September 30,2009) / 12.33
Post the current Issue (as at November 30,2009) / 27.12
SERVICING OF EXISTING DEBT, PAYMENT OF DUE INTEREST ON DUE DATES ON TERM LOANS AND DEBT SECURITIES -
There has been no default in payment of due interest and company is honoring its present commitments. The Company undertakes to discharge all liabilities in time and that there would be no default in payment of interest and principal amounts.