Anupam Rasayan Signs Security Deed in Relation to NCD Issue of ₹300 Crores by Its Subsidiary

Anupam Rasayan India Limited has executed a set of security documents linked to a proposed ₹300 crore non-convertible debenture issue by its wholly owned subsidiary, Mates Visa Consultancy Private Limited (MVCPL). 

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The documents were executed on September 23, following approval from Anupam Rasayan’s board on September 17. The arrangement includes a debenture trust deed, pledges over shareholdings, a corporate guarantee and a call option agreement. 

MVCPL plans to raise up to ₹300 crore through senior, secured, unrated, unlisted, redeemable non-convertible debentures on a private placement basis. 

The money is proposed to be used for acquiring securities of Bliss GVS Pharma Limited, meeting costs and expenses associated with the debenture issue and for general corporate purposes. 

NCDs to have maximum tenure of 48 months 

Under the debenture trust deed, MVCPL can issue up to 30,000 NCDs with a face value of ₹1 lakh each, taking the aggregate issue size to as much as ₹300 crore. 

The debentures will have a maximum tenure of 48 months from the deemed date of allotment. 

Catalyst Trusteeship Limited will act as the debenture trustee on behalf of the debenture holders. 

Anupam Rasayan’s promoters Anand Sureshbhai Desai and Mona Anand Desai are also parties to the debenture trust deed. 

MVCPL intends to raise the balance funds required for the acquisition of securities in Bliss GVS Pharma through equity-like instruments to be issued to Purebliss Pharma Solutions Private Limited. 

Anupam Rasayan pledges entire holding in MVCPL 

As part of the security package, Anupam Rasayan has created a first-ranking and exclusive charge over its entire shareholding in MVCPL. 

The pledge covers all MVCPL equity shares held by Anupam Rasayan and its nominee shareholder, representing 100% of the subsidiary’s equity capital on a fully diluted basis. 

The security is being created in favour of Catalyst Trusteeship for the benefit of MVCPL’s debenture holders. 

The company said its maximum potential exposure under this pledge is limited to its shareholding in MVCPL. It also stated that the creation of the pledge has no impact on the company at present. 

15% stake in Purebliss also pledged 

Anupam Rasayan has separately pledged all the equity shares it holds in Purebliss Pharma Solutions Private Limited. 

These shares represent a 15% stake in Purebliss. 

The pledge creates a first-ranking and exclusive charge over the holding and forms part of the security for MVCPL’s proposed ₹300 crore NCD issue and amounts payable in connection with it. 

Anupam Rasayan said its maximum potential exposure under this arrangement is its shareholding in Purebliss. According to the disclosure, the pledge currently has no impact on the company. 

Corporate guarantee covers up to ₹300 crore plus related amounts 

Anupam Rasayan has also provided an unconditional and irrevocable corporate guarantee covering MVCPL’s obligations under the debentures. 

The guarantee has been issued in favour of Catalyst Trusteeship for the benefit of the debenture holders and will remain valid while the MVCPL debentures are outstanding. 

The guarantee covers up to ₹300 crore, representing the aggregate face value of the proposed NCDs, along with further amounts that may become payable under the debenture trust deed. 

Anupam Rasayan described the guarantee as a contingent liability. The company would be required to meet MVCPL’s guaranteed obligations only if the guarantee is invoked. 

Its maximum potential exposure has been stated at ₹300 crore, in addition to applicable interest, costs and expenses. The company said there is no impact from the guarantee at present. 

Purebliss gets call option over MVCPL securities 

Another part of the financing structure is a call option agreement involving Anupam Rasayan, its nominee shareholder in MVCPL and Purebliss. 

Under the agreement, Purebliss has been granted an option to purchase all securities in MVCPL held by Anupam Rasayan and its nominee shareholder on a fully diluted basis. 

The exercise price has been fixed at ₹1. 

However, the option is not an ordinary purchase right. According to the disclosure, it is irrevocable and becomes exercisable only after specified trigger events occur and the applicable notice and cure period has expired or been waived. 

These trigger events include identified events of default connected with MVCPL’s financing. 

Once Purebliss issues an option notice following such a trigger, the transfer is required to be completed within 30 days. 

Anupam Rasayan said the ₹1 consideration reflects the distressed-scenario nature of the conditions under which the option can be exercised. 

Details of financial arrangements made known to BSE and NSE 

According to Anupam Rasayan, the financial arrangements regarding the debentures between MVCPL were carried out in good faith and within the bounds of the provisions laid down by the Companies Act, 2013 and SEBI listing regulations. 

The execution of the documents was informed by the BSE and NSE under the Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations. 

Anupam Rasayan is traded on the NSE using the symbol ANURAS and the scrip code 543275 at the BSE. 

This filing on 23 September relates to the completion of security arrangements that had been approved by the board six days ago, but the financing arrangement itself revolves around MVCPL’s NCDs issuance through private placement for up to ₹300 crore.