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Paradeep Phosphates Limited — Capital/Financing Update 2023
Feb 6, 2023
59408_rns_2023-02-06_d38dd788-5dec-4310-b489-3799292a562d.pdf
Capital/Financing Update
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February 06, 2023
National Stock Exchange of BSE Limited, India Limited Floor 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, MUMBAI - 400 001 Bandra (E) MUMBAI - 400 051
Dear Sir/Madam,
Company's Scrip Code in BSE : 543530 Company’s Symbol in NSE : PARADEEP ISIN : INE088F01024
Sub: Monitoring Agency Report for the quarter ended December 31, 2022
Pursuant to Regulation 32(6) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 41(4) of Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find attached Monitoring Agency Report for the quarter ended December 31, 2022, issued by CARE Ratings Limited, Monitoring Agency, appointed to monitor the utilisation of proceeds of the Public Issue (IPO) of the Company.
We would also like to mention that the Company has fully utilized the funds raised through its Initial Public Offer (IPO) and hence, this is the final Monitoring Agency Report in this regard.
Request you to kindly take the same on record.
Thanking you,
Yours faithfully,
For Paradeep Phosphates Limited
SACHIN Digitally signed by SACHIN SHANKA SHANKAR PATIL Date: 2023.02.06 R PATIL 14:00:35 +05'30'
Sachin Patil Company Secretary
Encl: As above
PARADEEP PHOSPHATES LIMITED
CIN No.: L24129OR1981PLC001020 Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com
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No. CARE/DRO/RL/2022-23/3076
Shri Bijoy Kumar Biswal Chief Financial Officer
Paradeep Phosphates Limited
5th Floor, Bayan Bhavan Pandit Jawaharlal Nehru Marg Bhubaneswar - 751 001, Odisha, India
February 03, 2023
Dear Sir,
Monitoring Agency Report for the quarter ended December 31, 2022 - in relation to the Public Issue of Paradeep Phosphates Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Public Issue for the amount aggregating to Rs. 963.15 crore of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2022 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated May 11, 2022.
Request you to kindly take the same on records.
Thanking you, Yours faithfully,
Ravleen Sethi
Associate Director
CARE Ratings Limited
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4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 Fax: +91-11-4533 3238
CIN-L67190MH1993PLC071691
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Report of the Monitoring Agency (MA)
Name of the issuer: Paradeep Phosphates Limited For quarter ended: December 31, 2022 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil (b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
Signature:
Name of the Authorized Signatory: Ravleen Sethi Designation of Authorized person/Signing Authority: Associate Director
CARE Ratings Limited
13th Floor, E-1 Block, Videocon Tower 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Jhandewalan Extension, New Delhi - 110 055. Eastern Express Highway, Sion (East), Mumbai - 400 022 Tel: +91-11-4533 3200 Fax: +91-11-4533 3238 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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1) Issuer Details:
Name of the issuer Name of the promoter Chemicals Limited, OCP and GoI Industry/sector to which it belongs
: Paradeep Phosphates Limited : Zuari Marco Phosphates Private Limited, Zuari Agro
: Fertilizer
2) Issue Details
Issue Period : May 17, 2022 to May 19, 2022 Type of issue (public/rights) : Public issue Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in `crore) : Rs. 1501.07 crore (Note 1)*
The Offer comprises of a Fresh Issue of 239,047,619 Equity Shares, aggregating to ₹ 1004 crore and an Offer for Sale of 118,507,493 Equity Shares, aggregating to ₹ 497.73 crore out of which Zuari Maroc Phosphates (ZMPPL) offered 60,18,493 equity shares and the Government of India offered 11,24,89,000 equity shares for sale.
Note 1:
| Particulars | Remarks |
|---|---|
| Total shares issued and subscribed as part of public issue | 357,555,112 |
| Total proceeds received from public issue (in Rs. Crore) | 1004.00 |
| Details of expenses incurred related to public issue (in Rs. Crore) | 40.85* |
| Net proceeds available for utilization (in Rs. Crore) | 963.15 |
*The amount mentioned as expenses was earmarked for cost of issue as per the offer document and is not the actual cost.
As on December 31, 2022, PPL has incurred the entire expenses and balance Rs. 7.79 crore was disbursed to PPL in the MA account which PPL has utilized for reduction of CC utilization with HDFC Bank. Further CARE team has not received any invoices to verify the expenses for cost of issue. However, the account balance is nil as on December 31, 2022 as per the IPO issue expense account bank statement.
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? |
Yes | Chartered Accountant certificate*, Bank statement |
Not applicable | No comments | |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
Not applicable | Not applicable | Not applicable | ||
| Whether the means of finance for the disclosed objects of the issue have changed? |
No | Not applicable | Not applicable | ||
| CARE Ratings Limited | |||||
| 13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 Fax: +91-11-4533 3238 CIN-L67190MH1993PLC071691 |
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| Is there any major deviation observed over the earlier monitoring agency reports? |
Not applicable | Not applicable | Not applicable | |
|---|---|---|---|---|
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
Not applicable | Not applicable | Not applicable | |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Not applicable | Not applicable | Not applicable | |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
No | Not Applicable | No | |
| Is there any other relevant information that may materially affect the decision making of the investors? |
No | Not applicable | No |
-
Chartered Accountant certificate from M/s Ashis & Associates Chartered Accountants dated July 04, 2022 #Where material deviation may be defined to mean:
-
a) Deviation in the objects or purposes for which the funds have been raised
-
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of objects to be monitored:
(i) Cost of objects –
| Source of | Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | |||||
|---|---|---|---|---|---|---|---|---|
| Sr. No |
Item Head |
information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore |
Comments of the Monitoring Agency |
Reason for cost revision |
Proposed financing option |
Particulars of - firm arrangements made |
| 1 | Part financing the acquisition of the Goa facility/ZACL |
Chartered Accountant certificate*, Bank statements, Offer Document |
520.00 | NA | NA | No comments | ||
| 2 | Repayment/Prepaym ent of bank borrowings |
Chartered Accountant certificate*, Bank statements, Offer Document |
300.00 | NA | NA | |||
| 3 | General corporate purposes (GCP) |
Chartered Accountant certificate*, Bank statements, Offer Document |
143.15 | NA | NA | |||
| Total | 963.15 |
- Chartered Accountant certificate from M/s Ashis & Associates Chartered Accountants dated July 04, 2022
CARE Ratings Limited
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4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 Fax: +91-11-4533 3238
CIN-L67190MH1993PLC071691
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(ii) Progress in the objects –
| Sr . N o |
Item Head |
Source of informatio n / certificatio ns considered by Monitoring Agency for preparatio n of report |
Amount as propos ed in the Offer Docum ent in Rs. Crore |
Amount | utilised in Rs. Crore | utilised in Rs. Crore | Unu tilis ed am oun i |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|---|---|
| As at beginni ng of the quarter in Rs. Crore |
During the |
At the end of h |
Reas ons for idle funds |
Propos ed course of action |
||||||
| quarter | te |
t n |
||||||||
in Rs. Crore |
quarter in Rs. Crore |
Rs. cror e |
||||||||
| 1 | Part financing the acquisition of the Goa facility/ZACL |
Chartered Accountant certificate*, Bank statements, Offer Document |
520.00 | 520.00 | - | 520.00 | Nil | Utilized the proceeds and amount is transferred to Zuari Agro Chemical Ltd’s account for the part financing of the Goa facility. |
No comments | |
| 2 | Repayment/Prepa yment of bank borrowings |
Chartered Accountant certificate*, Bank statements, Offer Document |
300.00 | 300.00 | - | 300.00 | Nil | Utilized the proceeds towards repayment of borrowings from Canara Bank & State Bank of India (SBI). |
No comments | |
| 3 | General corporate purposes (GCP) |
CA certificate*, Bank statements, Offer Document |
143.15 | 143.15 | 7.79 | 150.94 | Nil | GCP used to repay additional bank borrowing of Rs. 34.50 crore and balance towards reduction of CC utilization with SBI & PNB (Punjab National Bank). Additional funds of Rs. 7.79 crore received from IPO expense account was utilized towards reduction of CC utilization with HDFC Bank. |
As on December 31, 2022, after the actual utilization amount towards the offer related expenses the balance surplus amount Rs. 7.79 crore was added for utilization towards GCP. Accordingly, GCP amount increased from 143.15 crore to 150.94 crores resulting net proceeds amount also increased to Rs. 970.94. |
|
| Total | 963.15 | 963.15 | 7.79 | 970.94 | Nil |
-
Chartered Accountant certificate from M/s Ashis & Associates Chartered Accountants dated July 04, 2022
-
Chartered Accountant certificate from M/s Ashis & Associates Chartered Accountants dated January 23, 2023
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CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 Fax: +91-11-4533 3238
CIN-L67190MH1993PLC071691
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(iii) Deployment of unutilised public issue proceeds: NA, as all the public issue proceeds have been utilized as on May 31, 2022.
| Sr. No. |
Name of the Bank | Name of the Bank | Type of account | Type of account | Amount in Rs. crore |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Source of information / certifications considered by Monitoring Agency for preparation of report |
|---|---|---|---|---|---|---|---|
| 1 | NA | NA | NA | NA | |||
| Market Value as at the end of quarter* Not applicable |
|||||||
| Sr. No. | Type of instrument and name of the entity invested in |
Amount invested |
Maturity date |
Earning | Return on Investment (%) |
Market Value as at the end of quarter* |
|
| Not applicable |
Not applicable | Not applicable |
Not applicable |
Not applicable |
Not applicable | Not applicable |
(iv) Delay in implementation of the object(s)
| Comments of the Board of | Comments of the Board of | ||||
|---|---|---|---|---|---|
| Completion Date | |||||
| Delay (no. of | Directors | ||||
| Objects | days/ |
Proposed | |||
| As per the | Reason of | ||||
Actual* |
months) |
course of |
|||
offer document |
delay | ||||
| action | |||||
| Part financing the acquisition of the Goa facility/ZACL |
March 31, 2023 | May 30, 2022 | NA | ||
| Repayment/Prepayment of bank borrowings |
March 31, 2023 | May 31, 2022 | NA | ||
| General corporate purposes | March 31, 2023 | May 30, 2022 | NA |
- *In case of continuing object(s), please specify latest/revised estimate of the completion date.
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Sr. No |
Source of information / | ||||
|---|---|---|---|---|---|
| Comments of the | |||||
| Amount | certifications considered |
Comments of Monitoring |
|||
| Item Head^ | Board of | ||||
| in Rs. Crore | by Monitoring Agency | Agency |
|||
| Directors | |||||
| for preparation of report | |||||
| 1 | Repayment/Prepayment of bank borrowings |
34.50 |
Chartered Accountant certificate*, Bank statement |
Rs 34.50 crore out of the funds allotted for GCP are utilized to reduce bank borrowings in addition to Rs. 300 crore which was stated separately for debt reduction in the offer document. |
|
| 2 | Reduction of CC utilization of PNB |
75.91 | Chartered Accountant certificate*, Bank statement |
Utilized for reducing cash credit account balance amount with PNB. Covered under the GCP utilization section of meeting ongoing general corporate purposes or contingencies. |
|
| RE Ratings Limited | |||||
| Floor, E-1 Block, Videocon Tower dewalan Extension, New Delhi - 110 055. +91-11-4533 3200 Fax: +91-11-4533 3238 L67190MH1993PLC071691 |
CARE Ratings Limited
13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 Fax: +91-11-4533 3238
CIN-L67190MH1993PLC071691
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| 3 | Reduction of CC utilization of SBI |
32.74 | Chartered Accountant certificate*, Bank statement, |
Utilized for reducing cash credit account balance amount with SBI. Covered under the GCP utilization section of meeting ongoing general corporate purposes or contingencies. |
|
|---|---|---|---|---|---|
| 4 | Reduction of CC utilization of HDFC Bank |
7.79 | Chartered Accountant certificate*, Bank statement |
Additional funds of Rs. 7.79 crore received from IPO expense account was utilized towards reduction of CC utilization with HDFC Bank. |
|
| Total | 150.94 |
-
Chartered Accountant certificate from M/s Ashis & Associates Chartered Accountants dated July 04, 2022
-
Chartered Accountant certificate from M/s Ashis & Associates Chartered Accountants dated January 23, 2023
^As per point no III of the section “General Corporate Purpose” on page no. 94 in the offer document, utilization for general corporate purposes may include but not restricted to the following: any shortfall in the financing of the acquisition of the Goa Facility; funding growth opportunities, including acquisitions; servicing our repayment obligations (principal and interest) under the future financing arrangements; capital expenditure, including towards development/refurbishment/renovation of our assets; meeting ongoing general corporate purposes or contingencies; and/or strategic initiatives.
The allocation or quantum of utilization of funds towards the specific purposes described above will be determined by the Board, based on the business requirements and other relevant considerations, f rom time to time.
CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
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13th Floor, E-1 Block, Videocon Tower Jhandewalan Extension, New Delhi - 110 055. Tel: +91-11-4533 3200 Fax: +91-11-4533 3238
CIN-L67190MH1993PLC071691