SREI Infrastructure Finance Ltd

SREI Infrastructure Finance Ltd

SREI Infrastructure Finance Limited is one of the leading private sector infrastructure financing institutions in India. The three main business activities of the company are categorised as Fund based Fee based and Strategic Investments. The Reserve Bank of India (RBI) has classified SREI Infrastructure Finance as an Infrastructure Finance Company' within the overall classification of Non-Banking Finance Company'. The company is also notified as a Public Financial Institution (PFI) by the Ministry of Corporate Affairs (MCA) Government of India. SREI Infrastructure Finance Ltd (SREI IFL) was incorporated on 29th March 1985 and has expertise in financing of infrastructure equipment (for construction mining oil & gas power and others) infrastructure projects infrastructure development and advisory in all verticals of infrastructure. The Company commenced its operations in the year 1989 with the objective of actively participating in nation building process and was visionary in selecting Infrastructure sector as its principal growth area. The public issue of the company was made during the year 1992. SREI IFL had obtained Category-I merchant banker status from Securities and Exchange Board of India (SEBI) on 15th February of the year 1994 and hence the company's business portfolio was widened to include merchant banking and investment banking. During the year 1995 the company extended leasing and hire purchase facilities for the equipment of leading companies like Larsen & Toubro Ltd Telco Bharat Earthmovers Ltd Hindustan Motors Ltd and Tractors India Ltd. etc. IFC FMO and DEG invested as strategic equity partners in the year of 1997 and in 1998 SREI had received an in-principle approval for a Full Fledged Money Changers Licence for New Delhi from the Reserve Bank of India. During the year 2000 the company had entered into collaboration with Citicorp Service to market Visa Travel Money cards under its own brand name and also in the same year signed an agreement with DEG a wholly owned financial institution of the government of Germany on the occasion of the joint commission meeting between the Government of India and the government of Germany. A Memorandum of Understanding (MoU) was signed with HDFC Standard Life Insurance in 2001 to promote and market life insurance and related products. During the year 2002 the company promoted India's first Equipment Bank under the name of QUIPPO. Also in the identical year of 2002 SREI had promoted a wholly owned subsidiary company in the name and style of SREI Money Mall Ltd to act as distributors or agents of financial and non financial products and services. The Company unveils two fixed deposit schemes in the year 2003 called Regular Income Scheme and Cumulative Scheme. In the year 2004 SREI formed a 100 per cent subsidiary outfit in Germany under the name of International Infrastructure Services GmbH (IIS) to venture into global corporate leasing business. A landmark deal was inked with Tata Motors by the company in 2005 and SREI made its geographical expansion into Russia in the year 2006. During the year 2007 SREI IFL had entered into a strategic partnership with BNP Paribas Lease group the leasing arm of BNP Paribas Bank.SREI had acquired 76% stake in Hyderabad Information Technology Venture Enterprises (HITVEL) in August 2007 an Andhra Pradesh government promoted Venture Fund Company and in November of the same year 2007 inked MoU with Veolia Group one of the largest infrastructure companies in the world. In January 2008 the company made an introduction of yet another innovative financial instrument in the Indian market by launching the first Shariat compliant instrument a USD 50 million facility arranged and book run by HSBC. The Joint Venture ('JV') between SREI Infrastructure Finance Limited ('SREI') and BNP Paribas Lease Group was commenced its operation in April 2008. CARE has assigned AA rating to the proposed secured bond issue (Series I) of Rs 2.5 billion of SREI in October of the year 2008.During FY 2014 Srei Mutual Fund (IDF) launched its first closed ended Infrastructure Debt Scheme in the name of Srei Infrastructure Debt Fund - Series 1' through private placement. The Placement period opened in January 2014 and will close in August 2014. The investment objective of the Scheme is to generate regular income and capital appreciation by investing primarily in a portfolio of debt instruments of infrastructure companies / SPV and other permissible instruments as defined in the Securities and Exchange Board of India (Mutual Fund) Regulations 1996.The Insurance Regulatory and Development Authority (IRDA) vide their circular dated 26 September 2013 has notified that investment by Insurance Companies (Life and General Insurance) in Srei Infrastructure Debt Fund - Series 1 will be reckoned as investments in infrastructure sector as per the IRDA (Investments) (Fifth Amendments) Regulations 2013. The Scheme has also received in-principle approval from the National Stock Exchange of India Limited (NSE) for listing of proposed units of the Scheme.SREI Infrastructure Finance vide Prospectus dated 05 May 2014 come out with the public issue of 750000 Secured Redeemable Non-Convertible Debentures of Face Value of Rs. 1000/- each for an amount upto Rs. 750 Million with an option to retain over subscription upto additional 750000 NCDs of Rs. 1000/- each for an amount upto Rs. 750 Million aggregating to Rs. 1500 Million. The Issue opened on 09 May 2014 and subject to requisite approvals the Issue which was scheduled to close on 09 June 2014 closed earlier by 21 days on 19 May 2014 due to oversubscription.During FY14 the Reserve Bank of India (RBI) has granted Certificate of Authorisation to SREI Infrastructure Finance to set up and operate payment system for White Label ATMs (WLAs) with effect from 25 March 2014. The aforesaid authorisation issued to set up WLAs under Scheme A' of RBI Policy guidelines dated June 20 2012 shall be valid upto March 31 2019.During FY 2014 SREI Infrastructure Finance commenced operations in Russia through its step down subsidiary ZAO Srei Leasing (ZSL). The company holds 64% share capital in ZSL through Srei International Infrastructure Services GmbH (SIIS) with the balance 36% being held by International financial institutions like EBRD DEG and FMO. Srei International Infrastructure Services GmbH (SIIS) is overseas subsidiary of SREI Infrastructure Finance.During the year 2014 Kurukshetra Expressway Private Limited one of the Special Purpose Vehicle engaged in Development of Four Laning of Rohtak - Bawal section of NH - 71 from Km. 363/300 to 450/800 under NHDP Phase III in the State of Haryana has been successful in receiving the provisional Commercial Operations Date (COD) and Toll Operations has commenced.During the year 2015 Solapur Tollways Private Limited a special purpose vehicle commenced construction of its 100 km road project - four laning of Solapur - Maharashtra/Karnataka Border Section of NH-9 in the State of Maharashtra. During the year 2016 SREI Infrastructure Finance BNP Paribas Lease Group (BPLG) Srei Equipment Finance Limited (SEFL) amongst others entered into a share purchase agreement (SPA) on 29 December 2015 whereby BPLG has agreed to sell its entire shareholding of 29830000 equity shares of SEFL representing 50% of the total paid-up equity share capital to SREI Infrastructure Finance.In FY16 the Company has undertaken Feasibility Study and Bid Process Management for construction of silos for storage of wheat at eleven locations across six States in the Country through Public Private Partnership (PPP) on design build finance operate and transfer (DBFOT) basis. In addition it has secured new mandates and prepared Detailed Project Reports (DPRs) for additional rice milling capacity of about 18600 million tons (MT) p.a. and for multipurpose cold storage capacity of approx. 10000 MT in Bihar which have also been approved by the State Government. The Company further prepared DPRs for Ready to Eat food project which has also been approved by the Government of Bihar and is under implementation.During FY 2016 Ghaziabad Aligarh Expressway Private Limited a special purpose vehicle of the Company achieved partial COD and commenced tolling for 98 km of the road project - 4/6 Laning of Ghaziabad- Aligarh section of NH91 Uttar Pradesh.In FY16 the Company divested its entire stake in Viom Networks Limited. Pioneering the concept of tower sharing in India at a time when all telecom operators were building and operating their own captive towers the group established its tower business in 2005 with only 50 towers. Between 2006 to 2008 the tower business grew to around 5000 towers through organic growth and acquisition of Spice telecom towers. In 2009 by way of merging its tower business with that of the wholly owned subsidiary of Tata Teleservices Limited (a Tata Group entity) Viom was created with around 18000 towers. It also successfully weathered the challenges the sector faced in 2012-13 due to cancellation of 122 Mobile Network Operator (MNO) licenses and emerged as the largest independent telecom tower company in the country.The Board of Directors of SREI Infrastructure Finance Ltd (SREI IFL) at its meeting held on 12 May 2016 accorded approval to buyback Long Term Infrastructure Bonds with face value of Rs. 1000 each issued and allotted by the company in the financial year 2011-12 under Shelf Prospectus and Prospectus Tranche - 1 both dated 28th December 2011 from the existing Bondholders upto a maximum amount of Rs. 248856000/-.44866 nos. of Long Term Infrastructure Bonds with face value Rs. 1000 each were bought back from 2436 Bond Holders. The buyback proceeds was paid on 23rd March 2017 to all those Bondholders whose name appeared in the Register of Bondholders as on the Record Date i.e. March 07 2017 the date being 15 days prior to the date on which payment of interest or the Buyback Amount or Maturity Amount was due and payable and who have participated in the Buyback Programme. During FY18 SREI Infrastructure Finance decided to voluntarily delist the equity shares from the Calcutta Stock Exchange Limited (CSE).During FY 2018 Srei Equipment Finance Limited (SEFL) a wholly owned subsidiary of SREI Infrastructure Finance explored on the possibilities of raising of fresh capital by issue and transfer and allotment of equity shares through Initial Public Offering (IPO) comprising a combination of fresh issue and offer for sale by the parent company. The said issue was approved by the Members of SEFL and accordingly Draft Red Herring Prospectus (DRHP) was filed with BSE Limited (BSE) National Stock Exchange of India Limited (NSE) and The Securities and Exchange Board of India (SEBI) on 28 November 2017. Further necessary application was made to the Stock Exchanges for obtaining in-principle approval for listing of Equity shares of the Company.In 2008 SREI Infrastructure Finance has signed a MoU with the Government of Uttar Pradesh to rejuvenate Agra as an iconic tourist and holiday destination. Bharat Road Network Limited one of company's investments having presence in highway projects came out with its initial public offering during September 2017 and got successfully listed on BSE Ltd and National Stock Exchange of India Ltd in FY 2018.The Board of Directors of the Company at its meeting held on January 21 2019 approved a composite Scheme of arrangement and amalgamation amongst the Company Srei Equipment Finance Limited (SEFL) and Srei Asset Finance Ltd and respective shareholders and creditors in accordance with Sections 230 to 232 of the Companies Act 2013 and rules made thereunder which inter alia contemplates the following:(i) The demerger of the Lease Business' of SEFL (the Demerged Undertaking 1) into Srei Asset pursuant to which Srei Asset will issue shares to the shareholder of SEFL i.e. the Company (Demerger 1). There will be no change in the shareholding pattern.(ii) On completion of Demerger 1 the remaining business undertakings of SEFL (the Amalgamating Undertaking) will amalgamate with and into the Company. This being an amalgamation of a wholly owned subsidiary into its parent company there will be no change in the shareholding pattern. On transfer of the Amalgamating Undertaking becoming effective SEFL shall stand dissolved without being wound-up.The share exchange ratio for the Scheme was approved to be - in case of Demerger 1 10 fully paid up equity shares of Srei Asset of Rs. 10 each shall be issued for every 21 fully paid up equity shares of Rs. 10 each held in SEFL; and in case of Demerger 2 1 fully paid up equity share of Srei Asset of Rs.10 each shall be issued for every 5 fully paid up equity shares of Rs.10 each held in the Company. The Company has filed an application under Regulation 37 of SEBI Listing Regulations 2015 seeking no objection / observation letters from BSE Ltd and National Stock Exchange of India Ltd. On receipt of no objection letters from Stock Exchanges the Company shall file requisite application with National Company Law Tribunal (NCLT) to seek its directions for convening meetings of the Shareholders and Creditors of Company. Subsequent to receipt of such approvals the Company shall file a petition with NCLT for its final approval to the Scheme.The Board of Directors of the Company at its Meeting held earlier on March 14 2000 had approved forfeiture of 472827 Equity Shares of the Company for non-payment of arrears of call monies. Since forfeited shares have not been re-issued and not taken or agreed to be taken by any person the said shares are available for cancellation. The Board of Directors of the Company have now subject to shareholders approval decided to cancel the forfeited Equity Shares and diminish the paid up value of said forfeited shares. Upon cancellation of forfeited shares the amount of Rs. 1514384 paid up on these forfeited shares will be dealt with in accordance with applicable Accounting Standards.