Annual Report 2010-2011 - Gammon India

136
Non-Convertible Debentures of ` 100 Crores and 9.95% Secured Redeemable Non-Convertible Debentures of ` 50 Crores and 8.75%
Secured Redeemable Non-Convertible Debentures of ` 3.5 Crores and 7.50% Secured Non-convertible Debenture of ` 50 Crores. The
Debentures are due for repayment at the end of 8 th , 9 th and 10 th year from the date of allotment being 5 th September, 2010.
B. Project Loans SPV’s
These loans on the books of project Special Purpose Vehicles (‘SPV’) companies, are project finance loans, secured principally by the
project assets (immovable and movable), project contracts and future cash flow from these projects. The lenders of these projects
have a “very limited recourse” to the sponsor, viz. GIPL. This limited recourse to GIPL comes in the form of Corporate Guarantees
and/or Comfort Letter provided to cover:
• the difference between outstanding loans and the termination payments receivable by the SPV from clients (in case of
termination of the project due to concessionaire’s event of default and/or force majeure events).
• the shortfall in payment of annuity due to non-availability of road to traffic, for annuity projects.
• increase in O&M expenses beyond those covered in the Financing Documents, for annuity projects.
• increase in tax payments beyond those covered in the Financing Documents, for annuity projects of REL and AEL.
PROJECT SPV’s : AEL, REL, MNEL, RGBL, ICTPL, KBICL, PBPL & GICL:
The project Loans together with all upfront fee, interest, further interest, additional interest, liquidated damages, premium on
prepayment, costs, expenses and other monies whatsoever stipulated in this Agreement (“Secured Obligations”) shall be secured
by a first mortgage and charge on all the Borrower’s immovable properties, both present and future and a first charge by way
of hypothecation of all the Borrower’s moveable assets both present and future, Borrower’s Receivables except bonus, all bank
accounts, all intangibles of the Borrower including but not limited to goodwill, rights, undertakings and uncalled capital, present and
future, assignment or otherwise creation of Security Interest in all the right, title, interest, benefits, claims and demands whatsoever
of the Borrower in the Project Documents, duly acknowledged and consented to by the relevant counter-parties to such Project
Documents to the extent not expressly provided in each such Project Document, all as amended, varied or supplemented from time
to time including all guarantees and bonds issued or to be issued in terms thereof, the right, title and interest of the Borrower by way
of first charge in, to and under all the Government Approvals, all the right, title, interest, benefits, claims and demands whatsoever
of the Borrower in any letter of credit, guarantee including contractor guarantees and liquidated damages and performance bond
provided by any party to the Project Documents, all insurance contracts/ insurance proceeds, Pledge of 51% of equity shares held by
GIL and GIPL in case of MNEL, REL, AEL, RGBL, ICTPL and 26% in case of KBICL and GICL and 30% of promoters of PBPL, PHPL.
CBICL:
Secured against mortgage of residential property of the Company. Assignment of all future receivables of the Company, the Pledge
of shares of the Company, Corporate Guarantee of the holding Company Gammon Infrastructure Projects Limited.
VSPL:
Secured Loans are hypothecation of movable assets and receivables of the Company.
PBPL:
Vehicle loan is secured by hypothecation of car purchased under the scheme from ICICI Bank Limited.
C. GAMMON & BILLIMORIA LLC:
Bank Loans and Overdrafts:
The bank loans are secured by a charge on the trade accounts receivables, subordination of loan from shareholders and corporate
guarantees from related parties.
D. GTPL:
Motor Vehicle and equipment purchase loans are secured by a charge on the motor vehicles and equipments purchased under financing
arrangements. The loan installments payable within twelve months of the balance sheet date are classified as current liabilities.
E. TLL:
TermLoans from IDBI Bank are secured by first charge on all fixed and current assets of the Company and counter corporate guarantee
by Gammon India Limited.
F. FRANCO TOSI:
Borrowings from Bank are secured by first mortgage on the Company property called “Area Sud” in the municipality of Legnano –
Milano.
G. GAMMON AL MATAR JOINT VENTURE:
Thebanking facilities are in the name of a branch of a joint venture partner and are secured against a corporate guarantee of the joint
venture partner, assignment of contract receivables and joint registration and insurance of all equipment.
H. Ansaldocaldaie Boilers India Pvt. Limited:
Borrowings from Bank are secured by paripassu charge on all the movable & immovable assets of the Company, both present &
future.
I. Metropolitan Infrahousing Pvt. Limited
Secured by the Company’s guarantee to acquire the land and on the failure of purchase it is to be repaid within 90 days of the loan
given.
J. Investments SPVs:
GHBV, GIBV, PVAN and ATSL BV:
Term Loans from ICICI Bank are secured by charge over all the assets/investments of the Company. The Parent Company has also
pledged its entire shareholding of the Company with the Bank and Corporate Guarantee by ultimate Parent Company.
A NNUAL R EPORT I 2010/11