Rights Issue Abridged Letter of Offer
Rights Issue Entitlement Letter
Letter of Offer 06th August 2024
DLOF dated February 02 2024
Material Contracts for the Issue
(i) Issue Agreement dated February 2, 2024 entered into between our Company and the Lead Managers
(ii) Registrar Agreement dated January 24, 2024 entered into amongst our Company and the Registrar to the Issue
(iii) Rights Issue Account Agreement dated May 17, 2024 amongst our Company, the Lead Managers, the Registrar to the Issue and the Banker to the Issue
(iv) Monitoring Agency agreement dated July 23, 2024 entered into between our Company and the Monitoring Agency
Material Documents
(i) Certified copies of the updated Memorandum of Association and Articles of Association of our Company as amended from time to time
(iia) Annual Reports of the Company - 2021-22
(iib) Annual Reports of the Company - 2022-23
(iic) Annual Reports of the Company - 2023-24
(iii) Certificate of incorporation dated December 6, 2006
(iv) Certificate of commencement of business dated January 18, 2007
(v) Prospectus dated September 29, 2010 filed with SEBI, Stock Exchanges, RoC and other regulatory authorities during the initial public offering of our Company
(via) Draft Letter of offer dated September 7, 2022
(vib) Letter of Offer dated August 10, 2023
(vii) Resolution of the Board of Directors dated December 15, 2023, read with the resolution passed by the Rights Issue Committee of the Board at its meeting held on February 2, 2024, in relation to the Issue
(viii) Resolution of the Rights Issue Committee dated May 15, 2024 approving and adopting the Draft Letter of Offer
(ix) Resolution of the Rights Issue Committee of the Board of Directors dated [?] approving and adopting the Letter of Offer
(x) Resolution of the Rights Issue Committee of the Board of Directors dated [?], finalizing the terms of the Issue including Issue Price, Record Date and the Rights Entitlement Ratio
(xi) Consent of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Independent Chartered Engineer, Independent Chartered Accountant, Statutory Auditor, Lead Managers, Bankers to the Issue, Legal Advisor, the Registrar to the Issue and Monitoring Agency for inclusion of their names in the Draft Letter of Offer in their respective capacities
Consent - Compliance Officer
Consent - Independent Chartered Engineer
Consent - Registrat to the Issue
Consent - Statutory Auditor
Consent from Comapny Secretary and Compliance Officer
Consent from Registrar to the Issue
Consent from the Chief Financial Officer
Consent from the Lead Managers - Saffron
Consent from the Lead Managers - Sumedha
Director - MR. P Krishna kumar
Director - Mr. R Ganapathi
Director - Mr. T Shivaraman
Director - Ms. Chandra Ramesh
(xii) Affidavit dated June 18, 2024 filed with the RoC for intimating the delay in filing of forms made by our Company during the preceding three years through Form GNL-2 dated June 18, 2024 bearing SRN AA8564333
(xiii) Tripartite Agreement dated April 6, 2010 between our Company, NSDL and the Registrar to the Issue
(xiv) Tripartite Agreement dated April 12, 2010 between our Company, CSDL and the Registrar to the Issue
(xv) Due Diligence Certificate dated May 15, 2024 addressed to SEBI from the Lead Managers
(xvi) In principle listing approvals dated July 4, 2024 and July 2, 2024 issued by BSE and NSE respectively
(xvii) Letter bearing reference no. SEBI/HO/CFD/RAC-DI L2/P/OW/2024/23170/1 dated July 16, 2024 issued by Securities Exchange Board of India for the purpose of issuing final observations to our Company
Material Documents in respect of the Objects of the Issue:
(xviii) Memorandum of Understanding dated April 03, 2024 executed between Solon India Private Limited and our Company, for the purpose of engaging Solon India Private Limited as an EPC contractor for the development of 19.8 MW AC (29 MW DC) Solar PV power plant
(xix) Report dated January 25, 2024 issued by Er. V.V. Narayanan, Independent Chartered Engineer, to certify the proposed capacity utilization and the cost involved in setting up of the proposed 19.8 MW AC (29 MW DC) solar energy project
(xx) Confirmation letter from SOLON India Private Limited vide letter dated May 07, 2024, towards not a related party to the Company/ Promoters and letter dated May 08, 2024, towards identification of land being indicative for setup of proposed Solar Power Project
Certificates issued by the Statutory Auditor:
(xxi) The examination reports dated July 27, 2023 of the Statutory Auditor, on our Company’s Restated Consolidated Financial Statements, included in the Draft Letter of Offer
(xxii) Statement of Tax Benefits dated May 8, 2024 from the Statutory Auditor included in the Draft Letter of Offer
(xxiii) The examination reports dated July 17, 2024 of the Statutory Auditor, on our Company’s Restated Consolidated Financial Statements, included in this Letter of Offer
(xxiv) Statement of Tax Benefits dated July 25, 2024 from the Statutory Auditor included in this Letter of Offer
(xxv) Certificate dated July 12, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, towards utilisation of loan availed by the Company from Gamma Green Power Private Limited and Clarion Wind Farm Private Limited and movement of loan amount on yearly basis with outstanding as unsecured loan as on April 30, 2024
(xxvi) Certificate dated July 12, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, towards utilisation of loan availed by Gamma Green Power Private Limited and Clarion Wind Farm Private Limited from SVL Limited and also movement of loan amount on yearly basis with outstanding as unsecured loan as on April 30, 2024
(xxvii) Certificate dated July 25, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming that our Company has sufficient cash flow for repaying the unsecured loans availed from the promoters and the subsidiaries
(xxviii) Certificate dated July 25, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming status of utilization of rights issue proceeds as at June 30, 2024
(xxix) Certificate dated July 4, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming status of utilization of rights issue proceeds as at June 30, 2024
(xxx) Certificate dated July 25, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, for providing a report with regard to the security deposits furnished till June 30, 2024 by Beta Wind Farm Private Limited (BWFPL), one of the subsidiaries of the company under the contractual lease commitments entered into with M/s. RCI Power Limited
(xxxi) Certificate dated July 25, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by the Gamma Green Power Company Limited and Clarion Wind Farm Private Limited from M/s. SVL Limited
(xxxii) Certificate dated May 08, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by the Gamma Green Power Company Limited and Clarion Wind Farm Private Limited from M/s. SVL Limited
(xxxiii) Certificate dated June 28, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by the Gamma Green Power Company Limited and Clarion Wind Farm Private Limited from M/s. SVL Limited
(xxxiv) Certificate dated July 4, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by the Gamma Green Power Company Limited and Clarion Wind Farm Private Limited from M/s. SVL Limited
(xxxv) Certificate dated July 25, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by our Company from Gamma Green Power Private Limited and Clarion Windfarm Private Limited for the purpose as per the respective loan agreements
(xxxvi) Certificate dated May 08, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by our Company from Gamma Green Power Private Limited and Clarion Windfarm Private Limited for the purpose as per the respective loan agreements
(xxxvii) Certificate dated July 4, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the utilization of loans obtained by our Company from Gamma Green Power Private Limited and Clarion Windfarm Private Limited for the purpose as per the respective loan agreements
(xxxviii) Certificate dated May 15, 2024 issued by the Statutory Auditors, M/s G. D. Apte & Co., Chartered Accountants, confirming the sources of funds for Gamma Green Power Private Limited and Clarion Windfarm Private Limited for amounts lent to the company
Certificates issued by the Independent Chartered Accountant:
(xxxix) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Valid Peer Review Certificate
(xl) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Capitalisation Statement
(xli) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Accounting Policies
(xlii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Auditor Qualifications and Adverse Remarks
(xliii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Defaults and Non-Payment of Statutory dues
(xliv) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Delay in Repayment of loan
(xlv) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Dividend
(xlvi) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Financial Indebtedness
(xlvii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Insurance Coverage, Insurance Claim & GPA
(xlviii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Insurance Coverage
(xlix) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Material Frauds
(l) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on No Material Developments
(li) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Outstanding dues to creditors
(lii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Related Party Transactions
(liii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Significant Transactions with Subsidiary
(liv) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Rejection Criteria under SEBI General Order, 2012
(lv) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Corporate Governance
(lvi) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Corporate Governance for stock exchanges
(lvii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Undisputed Statutory dues
(lviii) Certificate dated May 8, 2024 issued by the Independent Chartered Accountant on Working Capital
(lix) Comfort letter dated May 8, 2024 issued at the time of filing of the Draft Letter of Offer
(lx) Certificate dated May 14, 2024 issued by the Independent Chartered Accountant for certifying the source of loans extended by SVL Limited to the Subsidiaries of our Company
(lxia) Certificates dated July 25, 2024 and July 26, 2024 issued by the Independent Chartered Accountant for certifying the utilisation of the loans availed by SVL Limited and Janati Bio Power Private Limited, which have been secured by way of a pledge by Janati Bio Power Private Limited
(lxib) Certificates dated July 25, 2024 and July 26, 2024 issued by the Independent Chartered Accountant for certifying the utilisation of the loans availed by SVL Limited and Janati Bio Power Private Limited, which have been secured by way of a pledge by Janati Bio Power Private Limited
(lxii) Bring down comfort letter dated May 16, 2024 issued at the time of re-filing of the Draft Letter of Offer
(lxiii) Certificate dated July 25, 2024 issued by the Independent Chartered Accountant for certifying the source of loans extended by SVL Limited to the Subsidiaries of our Company
(lxiv) Certificate dated July 25, 2024 issued by the Independent Chartered Accountant on the tax litigations of the Company, Promoters, Directors and Subsidiaries