ORIENT GREEN POWER COMPANY LIMITED Letter of Offer
Dated: August 10, 2023 For Eligible Shareholders only 24
ORIENT GREEN POWER COMPANY LIMITED
Orient Green Power Company Limited ("Company" or "Issuer") was incorporated under the Companies Act, 1956 with the Registrar of Companies, Chennai, Tamil Nadu and consequently a certificate of incorporation dated December 6, 2006 and a certificate for commencement of business on January 8, 2007 was issued to our Company. At the time of incorporation, our registered office was located at No. 5, T.V. Street, Chetpet, Chennai 600 031, Tamil Nadu. Subsequently, pursuant to a circular resolution dated January 7, 2010, our Registered Office was shifted to Third Floor, Egmore Benefit Society Building, 25 Flowers Road, Chennai 600 084, Tamil Nadu, subsequently pursuant to circular resolution dated May 2, 2011, our registered office was shifted to Sigappi Achi Building, 4th floor, 18/3 Rukmani Lakshmipathy Road, Egmore, Chennai - 600 008, Tamil Nadu, India and pursuant to resolution dated February 5, 2021 passed by the Board of Directors, our Registered Office was changed to Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017,Tamil Nadu, India.
Registered and Corporate Office: Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017, Tamil Nadu, India; Tel: +91 444 901 5678; Fax: N.A.
E-mail: complianceofficer@orientgreenpower.com; Website: www.orientgreenpower.com;
Contact Person: Kirithika Mohan, Company Secretary and Compliance Officer;
Corporate Identification Number: L40108TN2006PLC061665
OUR PROMOTERS- JANATI BIO POWER PRIVATE LIMITED, NIVEDANA POWER PRIVATE LIMITED, SYANDANA ENERGY PRIVATE LIMITED AND SVL
LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF ORIENT GREEN POWER COMPANY LIMITED (THE "COMPANY" OR THE
"ISSUER") ONLY
WE HEREBY CONFIRM THAT NONE OF OUR PROMOTERS OR DIRECTORS IS A WILFUL DEFAULTER AS ON DATE OF THIS LETTER OF OFFER
ISSUE OF UPTO 23,00,00,000* EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 10
PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF NIL PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 23,000 LAKHS* ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF NINETEEN (19) RIGHTS EQUITY SHARES FOR EVERY SIXTY-TWO (62) FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON FRIDAY, AUGUST 18, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS ONE (01) TIMES OF THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 248 OF THIS LETTER OF OFFER.
*Assuming full subscription. Subject to finalisation of the Basis of Allotment.
GENERAL RISKS
Investments 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 entire 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 Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of the investors is invited to the section titled "Risk Factors" on page 24 of this Letter of Offer.
OUR 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 this Issue, which is material in the context of this 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 of 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") (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated September 21, 2022 and September 19, 2022, respectively. For the purpose of this Issue, the Designated Stock Exchange is BSE.
LEAD MANAGERS TO THE ISSUE | REGISTRAR TO THE ISSUE |
GYR CAPITAL ADVISORS PRIVATE LIMITED | SAFFRON CAPITAL ADVISORS PRIVATE | CAMEO CORPORATE SERVICES LIMITED | ||||
428, Gala Empire, Near JB Tower, | LIMITED | Subramanian Building, | ||||
Drive in Road, Thaltej, | 605, Sixth Floor, Centre Point, J.B. Nagar, | No. 01, Club House Road, | ||||
Ahemdabad-380 054, | Andheri (East), Mumbai - 400 059, India | Chennai- 600 002, | ||||
Gujarat, India. | Telephone: +91 22 4973 0394 | Tamil Nadu, India. | ||||
Telephone: +91 877 756 4648 | Fax No.: N.A. | Telephone: +91044 4002 0700/ 0710/ 2846 0390 | ||||
Fax No.: N.A. | Email id:rights.issue@saffronadvisor.com | Fax No.: N.A. | ||||
E-mail:info@gyrcapitaladvisors.com | Website:www.saffronadvisor.com | Email:cameo@cameoindia.com/priya@cameoindia.com | ||||
Website:www.gyrcapitaladvisors.com | Investor grievance: | Website:www.cameoindia.com | ||||
Investor grievance:investors@gyrcapitaladvisors.com | investorgrievance@saffronadvisor.com | Investor grievance e-mail:investor@cameoindia.com | ||||
Contact Person: Mohit Baid | Contact Person: Gaurav Khandelwal / Vipin Gupta | Contact Person: Sreepriya K. | ||||
SEBI Registration Number: INM000012810 | SEBI Registration Number: INM 000011211 | SEBI Registration No.: INR000003753 | ||||
Validity of Registration: Permanent | Validity: Permanent | Validity of Registration: Permanent | ||||
ISSUE PROGRAMME | ||||||
ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATION* | ISSUE CLOSES ON** | ||||
MONDAY, AUGUST 28, 2023 | MONDAY, SEPTEMBER 11, 2023 | FRIDAY, SEPTEMBER 15, 2023 |
*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 account of the Renouncees on or prior to the Issue Closing Date.
**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) 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 | 12 |
PRESENTATION OF FINANCIAL INFORMATION | 15 |
FORWARD - LOOKING STATEMENTS | 17 |
SUMMARY OF THIS LETTER OF OFFER | 19 |
SECTION II - RISK FACTORS | 24 |
SECTION III - INTRODUCTION | 74 |
THE ISSUE | 74 |
GENERAL INFORMATION | 75 |
CAPITAL STRUCTURE | 82 |
OBJECTS OF THE ISSUE | 85 |
STATEMENT OF TAX BENEFITS | 97 |
SECTION IV - ABOUT THE COMPANY | 100 |
INDUSTRY OVERVIEW | 100 |
OUR BUSINESS | 113 |
OUR SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES | 125 |
OUR MANAGEMENT | 131 |
OUR PROMOTERS | 143 |
RELATED PARTY TRANSACTIONS | 146 |
DIVIDEND POLICY | 147 |
SECTION V - FINANCIAL INFORMATION | 148 |
RESTATED FINANCIAL INFORMATION | 148 |
CAPITALISATION STATEMENT | 214 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
OPERATIONS | 215 |
MARKET PRICE INFORMATION | 228 |
SECTION VI - LEGAL AND OTHER INFORMATION | 230 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 230 |
GOVERNMENT AND OTHER STATUTORY APPROVALS | 237 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 238 |
SECTION VII - ISSUE INFORMATION | 248 |
TERMS OF THE ISSUE | 248 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 280 |
SECTION VIII - STATUTORY AND OTHER INFORMATION | 281 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 282 |
DECLARATION | 284 |
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SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.
Provided that terms used in the sections/ chapters titled "Industry Overview", "Summary of this Letter of Offer", "Financial Information", "Statement of Special Tax Benefits", "Outstanding Litigation and Material Developments" and "Issue Related Information" on pages 100, 19, 148, 97, 230 and 248 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.
General Terms
Term | Description | |
"Company", | "our | Orient Green Power Company Limited, a public limited company incorporated |
Company", | "the | under the Companies Act, 1956, having its registered and corporate office at |
Company", "the | Issuer" | Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T.Nagar, Chennai |
or "OGPL" | - 600 017, Tamil Nadu, India. | |
"we", "us", or "our" | Unless the context otherwise indicates or implies, refers to our Company. | |
Company Related Terms |
Term | Description | ||
"Annual | Consolidated | The consolidated audited financial statements of our Company, its Subsidiaries, | |
Audited | Financial | prepared as per Ind AS for Fiscal 2023, Fiscal 2022 and Fiscal 2021 prepared in | |
Statements" | line with Ind AS notified under the Companies Act, 2013, as amended read with | ||
the Companies (Indian Accounting Standards) Rules, 2015, as amended. | |||
"Articles" / "Articles of | Articles / Articles of Association of our Company, as amended from time to time. | ||
Association" / "AoA" | |||
"Audit Committee" | The committee of the Board of Directors constituted as our Company's audit | ||
committee in accordance with Regulation 18 of the Securities and Exchange Board | |||
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as | |||
amended ("SEBI Listing Regulations") and Section 177 of the Companies Act, | |||
2013. For details, see "Our Management" on page 131 of this Letter of Offer. | |||
"Auditor" | / "Statutory | Statutory and peer review auditor of our Company, namely, M/s. G.D. Apte & Co., | |
Auditor"/ | "Peer Review | Chartered Accountants. | |
Auditor" | |||
"Board" | / | "Board of | Board of directors of our Company or a duly constituted committee thereof. |
Directors" | |||
"Chief Financial Officer / | Kotteswari Jagathpathi, the Chief Financial Officer of our Company. | ||
CFO" | |||
"Company Secretary and | Kirithika Mohan, the Company Secretary and the Compliance Officer of our | ||
Compliance Officer" | Company. | ||
"Corporate | Promoter(s)" | Janati Bio Power Private Limited, Nivedana Power Private Limited, Syandana | |
or "Promoter(s)" | Energy Private Limited and SVL Limited | ||
"Corporate | Social | The committee of the Board of directors constituted as our Company's corporate | |
Responsibility | social responsibility committee in accordance with Section 135 of the Companies | ||
Committee/ | CSR | Act, 2013. For details, see "Our Management" on page 131 of this Letter of Offer | |
Committee" |
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Term | Description | |||
"Director(s)" | The director(s) on the Board of our Company, unless otherwise specified, as | |||
described in the chapter titled "Our Management" on page 131 of this Letter of | ||||
Offer | ||||
"Equity Shareholder" | A holder of Equity Shares | |||
"Equity Shares" | Equity shares of our Company of face value of ₹ 10 each, unless otherwise | |||
specified in context thereof.. | ||||
"Erstwhile Promoters" | As per the Prospectus filed by our Company during its initial public offering of | |||
Equity Shares, Shriram EPC (Singapore) PTE Limited, SEPC Limited and Orient | ||||
Green Power PTE Limited, were also disclosed as its Promoters. However, as of | ||||
date of this Letter of Offer such entities do not hold any shareholding in our | ||||
Company or exercise control over the affairs of our Company either directly or | ||||
indirectly whether as a shareholder or otherwise. In view of the above, these | ||||
individuals and entities have not been disclosed as our Promoters in the Draft Letter | ||||
of Offer and this Letter of Offer and therefore have been referred to as the Erstwhile | ||||
Promoters of our Company. | ||||
"Executive Directors" | Executive Directors of our Company. | |||
"Financial Information" | Collectively the Audited Consolidated Financial Statements, unless otherwise | |||
specified in context thereof. | ||||
"Independent | Chartered | M/s. Piyush Kothari & Associates, Chartered Accountants | ||
Accountant" | ||||
"Independent | The Independent Director(s) of our Company, in terms of Section 2(47) and Section | |||
Director(s)" | 149(6) of the Companies Act, 2013. | |||
"Key | Management | Key Management Personnel of our Company in terms of the Companies Act, 2013 | ||
Personnel" / "KMP" | and the SEBI ICDR Regulations as described in the subsection titled "Our | |||
Management - Key Managerial Personnel" on page 141 of this Letter of Offer. | ||||
"Memorandum | of | Memorandum of Association of our Company, as amended from time to time. | ||
Association" / "MoA" | ||||
"Nomination | and | The committee of the Board of directors reconstituted as our Company's | ||
Remuneration | Nomination and Remuneration Committee in accordance with Regulation 19 of | |||
Committee" | the SEBI Listing Regulations and Section 178 of the Companies Act, 2013. For | |||
details, see "Our Management" on page 131 of this Letter of Offer. | ||||
"Non-Executive | and | Non-Executive and Independent Directors of our Company, unless otherwise | ||
Independent Director" | specified. | |||
"Non-executive | Non-executive Directors of our Company. | |||
Directors" | ||||
"Promoter Group" | Individuals and entities forming part of the promoter and promoter group in | |||
accordance with SEBI ICDR Regulations. Our Company does not have a promoter | ||||
group. | ||||
"Registered | and | The Registered and Corporate Office of our Company located at Bascon Futura | ||
Corporate Office" | SV, 4th Floor, No.10/1, Venkatanarayana Road, T.Nagar, Chennai - 600 017, | |||
Tamil Nadu, India. | ||||
"Registrar | of | Registrar of Companies, Tamil Nadu, Chennai having its office at Block No. 6, B | ||
Companies"/ "RoC" | Wing, 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai - 600 034, Tamil | |||
Nadu, India. | ||||
"Restated | Consolidated | Restated consolidated financial statements of our Company and our Subsidiaries | ||
Financial | Statements"/ | for the Fiscal 2023, Fiscal 2022 and Fiscal 2021 prepared in accordance with the | ||
"Restated | Financial | Companies Act and restated in accordance with the requirements of the SEBI | ||
Statements"/ | "Restated | ICDR Regulations. For details, see "Financial Information" on page 148 of this | ||
Consolidated | Financial | Letter of Offer. | ||
Information"/ | "Restated | |||
Financial Information" | ||||
"Rights | Issue | The committee of our Board constituted for purposes of the Issue and incidental | ||
Committee" | matters thereof. | |||
"Shareholders/ Equity | The Equity Shareholders of our Company, from time to time. | |||
Shareholders" | ||||
"Stakeholders' | The committee of the Board of Directors constituted as our Company's | |||
Relationship Committee" | Stakeholders' Relationship Committee in accordance with Regulation 20 of the | |||
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Orient Green Power Company Ltd. published this content on 21 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 August 2023 09:22:04 UTC.
