KEC INTERNATIONAL LIMITED - Bombay Stock … · 2016-11-09 · website: ; cin: l45200mh2005plc152061 information memorandum and private placement offer letter for issue by way of

Information Memorandum

Private & Confidential – For Private Circulation Only

(This Disclosure Document is neither a Prospectus

nor a statement in lieu of Prospectus)

Dated: 27 October 2016

KEC INTERNATIONAL LIMITED

(Incorporated as a public limited company under the Companies Act, 1956 on March 18, 2005)

Registered & Corporate Office: RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai - 400 030

Compliance Officer: Ch. V. Jagannadha Rao; Email of Compliance Officer: [email protected];

Telephone: 022-6169 1600; Fax: 022-6667 0287;

Website: www.kecrpg.com;

CIN: L45200MH2005PLC152061

INFORMATION MEMORANDUM AND PRIVATE PLACEMENT OFFER LETTER FOR ISSUE BY WAY OF PRIVATE PLACEMENT (EACH AN “ISSUE”) BY KEC

INTERNATIONAL LIMITED (“ISSUER” OR “COMPANY”) OF ZERO COUPON SERIES 1 SECURED, RATED, LISTED, NON-CONVERTIBLE, REDEEMABLE,

TAXABLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000/- AGGREGATING TO RS. 150,00,00,000 DUE IN 2020 (“SERIES 1 DEBENTURES”) AND ZERO

COUPON SERIES 2 SECURED, RATED, LISTED, NON-CONVERTIBLE, REDEEMABLE, TAXABLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000/-

AGGREGATING TO RS. 50,00,00,000 DUE IN 2021 (“SERIES 2 DEBENTURES”) AND ZERO COUPON SERIES 3 SECURED, RATED, LISTED, NON-CONVERTIBLE,

REDEEMABLE, TAXABLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000/- AGGREGATING TO RS. 50,00,00,000 DUE IN 2021 (“SERIES 3 DEBENTURES”),

(TOGETHER WITH SERIES 1 DEBENTURES AND SERIES 2 DEBENTURES, THE “DEBENTURES”) TOTAL AGGREGATING TO RS. 250,00,00,000.

GENERAL RISKS

Investment in debt and debt related securities involves a degree of risk and Investors should not invest any funds in the debt instruments, unless they understand the terms and conditions and

can afford to take the risks attached to such investments. For taking an investment decision, potential Investors must rely on their own examination of the Issuer, the Issue of any Debentures,

this Disclosure Document including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI

guarantee the accuracy or adequacy of this document. Investors are advised to take an informed decision and consider with their advisors, of the suitability of the Debentures in the light of

their particular financial circumstances and investment objectives and risk profile, and of all information set forth in this Disclosure Document, including the section entitled “Risk Factors”,

before investing.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue,

which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material

respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Disclosure Document as a whole or any of such

information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

ICRA Limited (“ICRA”) has by way of its letter dated 18 October 2016 assigned a rating of “A+” (pronounced as singe A plus) to the Debentures proposed to be issued by the Issuer

pursuant to this Disclosure Document. This rating of the Debentures by ICRA indicates adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry

low credit risk.

The above ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by

the assigning rating agency and should be evaluated independently of any other ratings. Please refer to Annexure 5 of this Disclosure Document for rating letter and rating rationale by

ICRA.

LISTING

The Debentures offered through this Disclosure Document are initially proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of the BSE Limited (“BSE”). The Issuer,

with prior intimation to the Debenture Trustee, may get the Debentures listed on other recognized stock exchanges as it deems fit. The Issuer shall comply with the requirements of the listing

agreement to the extent applicable to it on a continuous basis.

Application for ‘in-principle’ listing approval was made to BSE through letter dated 27 October 2016. BSE has given its ‘in-principle’ listing approval for the Debentures proposed to be

offered through this Disclosure Document through its letter dated 27 October 2016.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE PAY-IN DATE

28 OCTOBER 2016 28 OCTOBER 2016 28 OCTOBER 2016

Each Issue of Debentures shall be subject to the provisions of the Companies Act, 1956 (the “Old Companies Act”) (to the extent in force on the date of this Disclosure Document), the

Companies Act, 2013, (the “New Companies Act”), the rules notified pursuant to the New Companies Act, the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended

from time to time (“SEBI Debt Regulations”), the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended from time to time, the Memorandum and Articles of

Association of the Issuer, the terms and conditions of this Disclosure Document filed with BSE and any other recognized stock exchanges, as applicable, the Application Form, and other

terms and conditions as may be incorporated in the Debenture Trust Deed and other documents in relation to each such Issue.

THIS DISCLOSURE DOCUMENT ALSO CONSTITUTES A PRIVATE PLACEMENT OFFER LETTER AND INCORPORATES DISCLOSURES REQUIRED UNDER

FORM NO. PAS-4 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014

ARRANGER TO THE ISSUE BANKER TO THE ISSUE

ICICI Bank Limited

ICICI Bank Towers, Bandra-Kurla Complex,

Bandra (East), Mumbai – 400 051.

Tel No.: 022 2653 1027

Fax No.: 022 2653 1063

Email: [email protected]

Investor Grievance E-mail: [email protected]

Contact Person: AGM ICICI

State Bank of India

23 J N Heredia Marg Neville House

Ballard Estate Mumbai India

Tel No.: 022 6154 2557

Fax No.: 022 6154 2560



Contact Person: AGM SBI

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor, 17,

R. Kamani Marg, Ballard Estate, Mumbai 400 001.

Tel No.: 022 4080 7000

Fax No.: 022 6631 1776



Contact Person: Vice President

SEBI Reg. No.: IWD000000460

Link Intime India Private Limited

C- 13 Pannalal Silk Mills Compound, LBS Marg,

Bhandup (West), Mumbai - 400 078

Tel No.: 022 2594 6970

Fax No.: 022 2594 6969



Contact Person: Mr. Ganesh Jadhav

SEBI Reg. No.: INR000004058






TABLE OF CONTENTS

DISCLAIMERS .................................................................................................................................................... 3

DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 6

FORWARD LOOKING STATEMENTS ........................................................................................................ 11

RISK FACTORS ................................................................................................................................................ 12

SUMMARY TERM SHEET .............................................................................................................................. 17

SECTION A1 – ISSUER INFORMATION ..................................................................................................... 29

SECTION A2 – ISSUE DETAILS .................................................................................................................... 63

SECTION A3 – DISCLOSURES PERTAINING TO WILFUL DEFAULT ................................................ 63

SECTION B1 – GENERAL INFORMATION ................................................................................................ 64

SECTION B2 – PARTICULARS OF THE OFFER........................................................................................ 65

SECTION B3 – DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION,

ETC. ..................................................................................................................................................................... 67

SECTION B4 – FINANCIAL POSITION OF THE ISSUER ........................................................................ 69

ISSUE PROCEDURE ........................................................................................................................................ 71

UNDERTAKINGS BY THE ISSUER .............................................................................................................. 83

DECLARATION BY THE ISSUER ................................................................................................................. 84

ANNEXURE 1 – APPLICATION FORM ........................................................................................................ 85

ANNEXURE 2 – BOARD RESOLUTION ....................................................................................................... 88

ANNEXURE 3 – COMMITTEE RESOLUTION............................................................................................ 91

ANNEXURE 4 – SHAREHOLDERS’ RESOLUTION ................................................................................... 94

ANNEXURE 5 – RATING LETTER AND RATING RATIONALE FROM ICRA LIMITED ................. 95

ANNEXURE 6 – CONSENT LETTER FROM DEBENTURE TRUSTEE .................................................. 98

ANNEXURE 7 – CONSENT LETTER FROM REGISTRAR..................................................................... 101

ANNEXURE 8 – NO-OBJECTION CERTIFICATE FROM PRIOR LENDER ....................................... 102

ANNEXURE 9 – IN-PRINCIPLE APPROVAL OF BSE ............................................................................. 103

ANNEXURE 10 – ANNUAL FINANCIAL STATEMENTS FOR LAST 3 FINANCIAL YEARS .......... 104

ANNEXURE 11 – AUDITED / LIMITED REVIEW HALF-YEARLY FINANCIAL INFORMATION 128

ANNEXURE 12 – RELATED PARTY TRANSACTIONS .......................................................................... 136






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DISCLAIMERS

ISSUER’S DISCLAIMER

This Disclosure Document has been prepared by the Issuer solely to evaluate the interest of potential investors in an

investment in the securities of the Issuer and does not constitute an offer, or an invitation or solicitation to offer, to subscribe

to the securities of the Issuer. Neither this Disclosure Document nor any other information supplied in connection with the

contemplated Issue should be construed as legal, tax, accounting or investment advice.

The distribution of this Disclosure Document and each issue of Debentures, to be initially listed on WDM Segment and

subsequently on any recognized stock exchange as the Issuer deems fit, after giving prior intimation to the Debenture

Trustee, is being made strictly on a private placement basis. The entire issue amount made under this Disclosure Document

shall be considered as one issue / offer. Multiple copies hereof given to the same entity shall be deemed to be given to the

same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation

to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus

or a statement in lieu of prospectus under the New Companies Act.

This Disclosure Document has been prepared in conformity with the SEBI Debt Regulations, Old Companies Act (to the

extent in force on the date of this Disclosure Document), New Companies Act and the rules notified pursuant to the New

Companies Act. Pursuant to Section 42 of the New Companies Act and Rule 14(3) of the Companies (Prospectus and

Allotment of Securities) Rules, 2014, the Issuer shall file a copy of this Disclosure Document with the ROC and SEBI within

a period of 30 (thirty) days of circulation of this Disclosure Document.

This Disclosure Document has been prepared to provide general information about the Issuer to potential investor(s) to

whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not

purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any

other information supplied in connection with the Debentures is intended to provide the basis of any credit or other

evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase

any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of

the financial condition and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer. Each recipient of

this Disclosure Document acknowledges that such person has not relied on the Issuer or any of its affiliates, shareholders,

directors, employees, agents or advisors in connection with its investigation of the accuracy of such information or its

investment decision and such person has relied solely on its own examination of the creditworthiness of the Issuer and the

merits and risks involved in investing in the Debentures. Potential investors should consult their own financial, legal, tax and

other professional advisors and rely on the information available about the Issuer in public domain as to the risks and

investment considerations arising from an investment in the Debentures and should possess the appropriate resources to

analyse such investment and the suitability of such investment to such investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by

reference herein, if any) contains all information that is material in the context of the Issue, is accurate in all material

respects and does not contain any untrue statement of a material fact or omit to state any material fact, as known to the Issuer

on the date of the Disclosure Document, necessary to make the statements herein, in the light of the circumstances under

which they are made, and are not misleading. No person has been authorized to give any information or to make any

representation not contained or incorporated by reference in this Disclosure Document or in any material made available by

the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be

relied upon as having been authorized by the Issuer. The legal advisors to the Issuer and any other intermediaries and their

agents or advisors associated with the Issue of Debentures have not separately verified the information contained herein. No

person has been authorized to give any information or to make any representation not contained or incorporated by reference

in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if

given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed

directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the

Debentures. All Investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in

this Issue. The contents of this Disclosure Document are intended to be used only by those Eligible Investors to whom it is

distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.






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No invitation is being made to any persons other than those to whom application forms along with this Disclosure Document

being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Disclosure Document

has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.

Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional information

considered by it to be necessary to verify the accuracy of or to supplement the information herein.

Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its

investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the

Disclosure Document as well as publicly available information and thus it should not be relied upon with respect to such

subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances,

constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date

hereof.

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by

anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to

make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this

Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the

offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this

Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure

Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly

confidential. Each recipient must not reproduce or distribute this Disclosure Document, in whole or part, or make any

announcement in public or to a third party regarding the contents without the express written consent of the Issuer or use it

for any purpose other than the evaluation of the Issuer by the recipient.

It is the responsibility of Investors to ensure that any transfer of the Debentures is in accordance with this Disclosure

Document and the applicable laws, and ensure that the same does not constitute an offer to the public.

DISCLAIMER OF THE SOLE ARRANGER

It is advised that the Issuer has exercised self-due diligence to ensure complete compliance of prescribed disclosure norms

etc. in this Disclosure Document. The role of the Sole Arranger in the assignment is confined to marketing and placement of

the Debentures on the basis of this Disclosure Document as prepared by the Issuer. The Sole Arranger has neither

scrutinized/vetted nor done any due-diligence for verification of the contents of this Disclosure Document. Accordingly, no

representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Sole Arranger

or any of its officers as to the adequacy, completeness or reasonableness of the information contained herein or of any

further information, statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation

thereto.

The Sole Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors in

the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use

of this document by the Sole Arranger should not in any way be deemed or construed that the document has been prepared,

cleared, approved or vetted by the Sole Arranger; nor do they in any manner warrant, certify or endorse the correctness or

completeness of any of the contents of this document; nor do they take responsibility for the financial or other soundness of

this Issuer, its promoters, its management or any scheme or project of the Issuer. The Sole Arranger or any of its directors,

employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of

whatever nature and extent in connection with the use of any of the information contained in this Disclosure Document.

DISCLAIMER OF THE SEBI

This Disclosure Document has not been filed with the SEBI. The Debentures have not been recommended or approved by






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the SEBI nor does the SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this

Disclosure Document should not, in any way, be deemed or construed that the same has been cleared or vetted by the SEBI.

SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is

proposed to be made, or for the correctness of the statements made or opinions expressed in this document.

DISCLAIMER OF BSE

As required, a copy of this Disclosure Document has been submitted to BSE for hosting the same on its website. It is to be

distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any

way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant,

certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this

Issuer’s securities will be listed or continue to be listed on the BSE; nor does it take responsibility for the financial or other

soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to

apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and

analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person

consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be

stated herein or any other reason whatsoever.

INDUSTRY AND MARKET DATA

Market data and certain industry forecasts used throughout this Disclosure Document have been obtained from market

research, publicly available information and industry publications. Industry publications generally state that the accuracy and

completeness of that information is not guaranteed. Similarly, industry forecasts and market research while believed to be

reliable have not been independently verified and the Issuer does not make any representation as to the accuracy of that

information.

This Disclosure Document is prepared under the provisions of Companies Act, 2013, as amended from to time and

applicable notified rules thereto; applicable provisions under the Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008, as amended or replaced from time to time, for private placement of the

Debentures. This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not

constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the

Issuer. This is only an information brochure intended for private use.






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DEFINITIONS AND ABBREVIATIONS

In this Disclosure Document, unless the context otherwise requires, the terms defined and abbreviations expanded below

shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will

be deemed to include all amendments and modifications notified thereto.

Further, unless otherwise indicated or the context otherwise requires, all references to “the Company”, “our Company”,

“KEC International Limited”, “KEC”, “Issuer”, “we”, “us” or “our” is to KEC International Limited and references to “you”

are to the prospective Investors in the Debentures.

Issuer Related Terms

Term Description

Our Company / the Company / KEC /

the Issuer / KEC International Limited /

we / us / our

KEC International Limited, CIN L45200MH2005PLC152061, incorporated under

the Companies Act, 1956, and having its registered office at RPG House, 463, Dr.

Annie Besant Road, Worli, Mumbai - 400 030

Articles / Articles of Association Articles of association of our Company, as amended from time to time

Audit Committee The audit committee of the Board of Directors

Auditors M/s Deloitte Haskins & Sells

Board of Directors / Board The board of directors of our Company or any duly constituted committee thereof

Directors The directors of our Company

Memorandum or Memorandum of

Association

Memorandum of association of our Company, as amended from time to time

Registered Office The registered office of our Company, located at RPG House, 463, Dr. Annie

Besant Road, Worli, Mumbai - 400 030

Issue Related Terms

Term Description

Allot / Allotment / Allotted Unless the context otherwise requires or implies, the allotment of the Debentures

pursuant to the Issue

Applicable Law All applicable laws, bye-laws, rules, regulations, orders, ordinances, protocols,

codes, guidelines, policies, notices, directions, judgments, decrees or other

requirements or official directive of any Governmental Authority or Person acting

under the authority of any Governmental Authority and/ or of any statutory

authority in India

Applicant Those institutions, banks, mutual funds, to whom a copy of the Disclosure

Document may be sent, specifically addressed to such persons, with a view to

offering the Debentures

Application Form The form in which an Applicant can apply for subscription to the Debentures, as

attached in Annexure 1

Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial

Owner(s) of the Debenture(s) as defined in clause (a) of sub-section 1 of Section 2

of the Depositories Act)

Business Day A day which is not a Saturday or Sunday or a public holiday and when clearing of

cheque and RTGS facilities are available in Mumbai

Companies Act / the Act / New

Companies Act

Operative provisions of the Companies Act, 2013

Debentures / NCDs collectively, Series 1 Debentures, Series 2 Debentures and Series 3 Debentures

Debenture Certificate Certificate issued in registered form by the Company evidencing the Debentures

Debenture Documents The documents executed or to be executed in relation to the issuance of the






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Debentures, as more particularly set out in this Disclosure Document

Debenture Holder(s)/ Investor A person who is for the time being a holder of the Debenture(s) and whose name is

last mentioned in the Debenture Register, and shall include a Beneficial Owner of

the Debenture(s)

Debenture Outstandings Any and all amounts payable by the Company to the Debenture Holders and/or the

Debenture Trustee in relation to the Debentures including, without limitation, any

costs or fees payable to the Debenture Trustee acting in any of its capacities under

the respective Debenture Documents, any indemnity or interest (default or

otherwise) payable under the Debenture Documents, costs and other expenses

incurred for preservation and protection of the Security created pursuant to the

terms of the relevant Debenture Documents

Debenture Trustee / Trustee IDBI Trusteeship Services Limited

Debenture Trust Deed The mortgage cum debenture trust deed to be entered into between the Debenture

Trustee and the Issuer in relation to the Issue

Deemed Date of Allotment / Date of

Allotment

The date on which Allotment for the Issue is made

Debt Listing Agreement Simplified debt listing agreement, as amended from time to time, to be entered

into by the Issuer with BSE for the listing of the Debentures and any other

recognized stock exchange to which the Issuer may apply for the listing of the

Debentures subsequently after giving prior intimation to the Debenture Trustee

Default Interest means additional interest at the rate of 2% (two percent) per annum over the

Interest payable in case of delay and/or default in payment of any Interest or

Debenture Outstandings on the Due Date

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository(ies) A depository registered with the SEBI in accordance with the SEBI (Depositories

and Participant) Regulations, 1996, as amended from time to time, and in this case

being NSDL and CDSL

Disclosure Document This information memorandum and private placement offer letter in relation to the

private placement of the Debentures

DP / Depository Participant A depository participant as defined in the Depositories Act

DRR Debenture redemption reserve required under Section 71 of the New Companies

Act

DSCR Debt Service Coverage Ratio

Due Date means the due date for the payment of the following under the Debenture

Documents:

(a) Redemption Amounts and Interest on the relevant Final Settlement Date;

(b) Costs, charges and expenses, promptly upon notification by the Trustee of

the amount due;

(c) Default Interest, the next following Interest Payment Date; and

(d) for any other amount due and payable, the date on which such amount

falls due in terms of the Debenture Trust Deed;

Eligible Investors 1. Scheduled Commercial Banks;

2. Regional Rural Banks;

3. Financial Institutions;

4. Insurance Companies;

5. Non-Banking Finance Companies;

6. Mutual Funds;

7. Foreign Institutional Investors (FIIs);

8. Corporates;

9. High Net Worth Individuals (HNIs);






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10. Pension Fund/Provident Fund; and

Any other investor(s) authorised to invest in these Debentures, subject to the

compliance with the relevant regulations/guidelines applicable to them for

investing in this Issue. The investor should not be in the caution list / negative list

of investors, as released by SEBI from time to time.

Event of Default Any event or circumstance to be specified in the Debenture Trust Deed

FY / Financial Year The financial year of the Company which commences on April 1 of a calendar

year and ends on March 31 of the immediately succeeding calendar year

Governmental Authority Any government authority, statutory authority, government department, agency,

commission, board, tribunal or court or other Applicable Law, rule or regulation

making entity having or purporting to have jurisdiction on behalf of the Republic

of India or any state or other subdivision thereof or any municipality, district or

other subdivision thereof

ICRA / Rating Agency ICRA Limited

INR / `/ Rupees The lawful currency of the Republic of India

Investor(s) Such person(s) who subscribe(s) to this Issue

Issue Issue by way of private placement of Debentures by the Issuer pursuant to the

terms of this Disclosure Document

Letter of Allotment A letter of allotment evidencing the title to the Debentures to be issued on the

Deemed Date of Allotment to the Debenture Holder(s)

Mandatory Prepayment Date Means any date, other than the Redemption Date on which the Debentures are

required to be mandatorily redeemed upon the occurrence of any early redemption

event or Events of Default as per the ‘Summary Term Sheet’

Pay-In Date The date on which the subscribers shall make payment for subscription to the

Debentures

Public Holiday Any day which is a public holiday for the purpose of Section 25 of the Negotiable

Instruments Act, 1881 (26 of 1881) in Mumbai, India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

Redemption Amount All principal amounts outstanding with respect to the Debentures payable on the

Mandatory Prepayment Date or the Redemption Date, as the case may be, in one

bullet instalment. On the Mandatory Prepayment Date or the Redemption Date, as

the case may be, the accrued Interest Rate, step up interest, Default Interest Rate

and other amounts owed will also be payable by the Company

Redemption Date Each of Series 1 Redemption Date, Series 2 Redemption Date, and Series 3

Redemption Date

Register of Debenture Holders The register of holders of the Debentures as specified under Section 88 of the Act;

and for the purposes of these Debentures, the record maintained by the respective

depositories under the Depositories Act, 1996 shall be deemed to be the Register

of Debenture Holders

Registrar / R&T Agent / Registrar and

Transfer Agent

Link Intime India Private Limited

SEBI Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from

time to time

Security The security for the Debentures as specified in this Disclosure Document

Security Cover At least 1.0 time of the Debenture Outstandings to be maintained at all times until

the Final Settlement Date. Value of Security for this purpose will be the market

value of the immovable properties and book value of the movable assets provided

as Security

There will be proportionate release of security at the time of repayment of

respective series of the Debentures, subject to a security cover of at least 1.0 time






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being maintained on the Debenture Outstandings

Series 1 Debentures Zero Coupon Rated, Secured, Listed, Redeemable Non-Convertible Debentures of

a face value of Rs. 10,00,000 each for cash at par

Series 1 Redemption Date 20 April 2020 on which the Series 1 Debentures will be repaid by the Company



Series 2 Redemption Date 20 April 2021 on which the Series 2 Debentures will be repaid by the Company



Series 3 Redemption Date 20 December 2021 on which the Series 3 Debentures will be repaid by the

Company

Subscription Amount An amount agreed to be remitted by the Investor(s) towards subscription to the

Debentures

Conventional and General Terms, Abbreviations and References to Other Business Entities

Abbreviation Full Form

AGM Annual General Meeting

BIFR Board for Industrial and Financial Reconstruction

BSE BSE Limited

CDR Corporate Debt Restructuring

CDSL Central Depository Services (India) Limited

Demat Dematerialised

DP-ID Depository Participant-Identification Number

EBIT Earnings Before Interest & Tax

EBITDA Earnings Before Interest, Tax, Depreciation & Amortization

ECGC Export Credit Guarantee Corporation of India Limited

EPC Engineering, Procurement and Construction

FII Foreign Institutional Investor

FPI Foreign Portfolio Investor

GAAR General Anti-Avoidance Rules

GIR General Index Registrar

ISIN International Securities Identification Number

JV Joint Venture

Min. Minimum

NCDs Non-Convertible Debentures

NSDL National Securities Depository Limited

p.a. / pa Per Annum

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

PCFC Pre-shipment Credit in Foreign Currency

Qty. Quantity

RBI Reserve Bank of India

ROC Registrar of Companies, Maharashtra, India

RTGS Real Time Gross Settlement System






Page 10 of 144

Abbreviation Full Form

SEBI Securities and Exchange Board of India

SPV Special Purpose Vehicle

TDS Tax Deducted at Source

UTI Unit Trust of India

WDM Wholesale Debt Market

WTD Whole-time Director






Page 11 of 144

FORWARD LOOKING STATEMENTS

All statements in this Disclosure Document that are not statements of historical fact constitute “forward looking statements”.

Readers can identify forward looking statements by terminology like “aim”, “anticipate”, “could”, “intend”, “believe”,

“continue”, “estimate”, “expect”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”,

“would” or other words or phrases of similar import. All statements regarding the Issuer’s expected financial condition and

results of operations, business, plans and prospects are forward looking statements. These forward looking statements and

any other projections contained in this Disclosure Document (whether made by the Issuer or any third party) are predictions

and involve known and unknown risks, uncertainties and other factors that may cause the Issuer’s actual results, performance

and achievements to be materially different from any future results, performance or achievements expressed or implied by

such forward looking statements or other projections.

By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and

assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-looking statements

will not be achieved. These risks, uncertainties and other factors include, among other things, those listed under the section

titled “Risk Factors” of this Disclosure Document, as well as those included elsewhere in this Disclosure Document.

The forward looking statements contained in this Disclosure Document are based on the beliefs of the management of the

Issuer, as well as the assumptions made by and information available to management as at the date of this Disclosure

Document. There can be no assurance that the expectations will prove to be correct. The Issuer expressly disclaims any

obligation or undertaking to release any updated information or revisions to any forward looking statements contained herein

to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or

circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue

reliance on such forward looking statements. All subsequent written and oral forward looking statements attributable to the

Issuer are expressly qualified in their entirety by reference to these cautionary statements.

If any of these risks and uncertainties materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the

Issuer’s actual results of operations or financial condition could differ materially from that described herein as anticipated,

believed, estimated or expected. All subsequent forward-looking statements attributable to the Issuer are expressly qualified

in their entirety by reference to these cautionary statements. As a result, actual future gains or losses could materially differ

from those that have been estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect

events or circumstances after the date hereof.






Page 12 of 144

RISK FACTORS

The following are the risks envisaged by the management of the Company relating to the Company, the Debentures and the

market in general. Potential investors should carefully consider all the risk factors in this Disclosure Document for

evaluating the Company and its business and the Debentures before making any investment decision relating to the

Debentures. The Company believes that the factors described below represent the principal risks inherent in investing in the

Debentures, but does not represent that the statements below regarding the risks of holding the Debentures are exhaustive.

The order of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the

importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this

Disclosure Document and reach their own views prior to making any investment decision.

If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of

operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or the Company’s ability to

meet its obligations in respect of the Debentures could be affected. More than one risk factor may have simultaneous effect

with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than

one risk factor may have a compounding effect which may not be predictable. No prediction can be made as to the effect that

any combination of risk factors may have on the value of the Debentures and/or the Company’s ability to meet its

obligations in respect of the Debentures. Potential investors should perform their own independent investigation of the

financial condition and affairs of the Company, and their own appraisal of the creditworthiness of the Company. Potential

investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment

considerations with respect to the Debentures. Potential investors should thereafter reach their own views prior to making

any investment decision.

These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties not presently

known to the Company or that the Company currently believes to be immaterial may also have a material adverse effect on

its financial condition or business. Unless specified or quantified in the relevant risk factors, the Company is not in a position

to quantify the financial or other implications of any risk mentioned herein below.

The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures,

but the inability of the Company, as the case may be, to pay principal or other amounts on or in connection with any

Debentures may occur for other reasons and the Company does not represent that the statements below regarding the risks of

holding any Debentures are exhaustive.

Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the

financial or other implications of any risk mentioned herein below:

INTERNAL RISK FACTORS

Project Risk

The EPC activity carried on by the Company is working capital intensive. There is always an amount of risk involved due to

longer execution period, fluctuation in material and equipment prices and cost overrun due to delay in project completion on

account of availability of right of way (ROW) and other necessary clearances, etc. ROW and other clearances are generally

in the client’s scope and the Company is duly compensated for any delay in project completion on account of ROW and

other clearances. Further, the Company has a robust project review mechanism to identify and address the factors affecting

timely project completion.

Commodity Price Risk and Exchange Risk

Due to the time lag between award and execution of the contract the Company is exposed to commodity price risk and

exchange risk. This risk is mitigated as the Company hedges the price risk as soon as the contract is awarded to the

Company. Further the Company always has a dollar surplus and hence, payments in foreign currency are naturally hedged.

Any shortfall in foreign currency is being duly hedged.






Page 13 of 144

EXTERNAL RISK FACTORS

Our business may be adversely affected by losses from uninsured projects or losses exceeding our insurance limits.

Our operations are subject to hazards inherent in providing engineering and construction services, such as risk of equipment

failure, work accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosions including

hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and

environmental damage. We may also be subject to claims resulting from defects arising from engineering, procurement or

construction services provided by us within the warranty periods extended by us, which can range from 12 (twelve) to 18

(eighteen) months from the date of commissioning. We have availed Employee All Risk (EAR) policies and Workmen’s

Compensation policies for our contracts with Government authorities, semi-government authorities controlled by

Government authorities. However, we do not have a loss of profits policy.

Our operations are subject to physical hazards and similar risks that could expose us to material liabilities, loss in

revenues and increased expenses.

While construction companies, including us conduct various scientific and site studies during the course of bidding for

projects, there are always anticipated or unforeseen risks that may come up due to adverse weather conditions, geological

conditions and other reasons. Additionally, our operations are subject to hazards inherent in providing engineering and

construction services, such as work accidents that may cause injury and loss of life. We may also be subject to claims

resulting from defects arising from engineering, procurement and/or construction services provided by us within the

warranty periods stipulated in our contracts, which typically range from 12(twelve) to 18 (eighteen) months from the date of

commissioning.

Our operations are seasonal and are adversely affected by difficult working conditions and extreme high temperatures

during summer months and extreme rains during monsoons, which restrict our ability to carry on construction activities and fully utilize our resources.

Our revenues are based on the percentage of completion method. Since revenues are not recognized until they are in a

reasonable progress on a contract, revenues recorded in the first half of our financial year between April and September are

traditionally lower compared to revenues recorded during the second half of our financial year. During periods of curtailed

activity due to adverse weather conditions, we may continue to incur operational expenses, but our revenues from operations

may be delayed or reduced.

We have certain contingent liabilities that may adversely affect our financial condition.

Clients of construction companies usually demand performance guarantees from construction companies as a safety net

against potential defaults by the construction companies. Hence, construction companies often carry substantial contingent

liabilities for the projects they undertake. The contingent liabilities consist principally of performance bank guarantees. If we

are unable to complete a project on schedule, the client may invoke such performance guarantees. If we are unable to pay or

otherwise default on our obligations, our lenders may be required pursuant to the relevant letters of credit or guarantees to

cover the full or remaining balance of our obligations. In the event that any of these contingent liabilities materialize, our

financial condition may be adversely affected.

Our revenues largely depend on acceptance of the bids submitted to the Government and other agencies. Our

performance could be affected in case majority of the bids are not accepted / awarded.

Our business is substantially dependent on infrastructure projects undertaken by governmental authorities and other entities

funded by Governments or international and multilateral development finance institutions. Contracts awarded by central,

state and local governmental authorities are tender-based. We compete with various infrastructure companies while

submitting the tender to Government and other agencies. In case we do not qualify or are not amongst the lowest bidders, we

stand to lose the business. We cannot assure that any of the bids that we submit would be accepted / awarded to us; therefore,

our ability to procure the business by bidding at the lowest rates is crucial for our revenues.






Page 14 of 144

Contracts in the Transmission and Distribution sector are awarded on the basis of pre-qualification criteria and

competitive bidding processes.

In selecting contractors for the project, clients generally limit the tender to contractors they have pre-qualified, based on

several criterion including experience, technical capacity and performance, quality standards, ability to execute the project

within the present timeframe and sophisticated machines. Disqualification on any of these grounds will make us ineligible

for bidding. These pre-qualification criteria are at the discretion of the client and we cannot assure that we would continue to

meet the pre-qualification criteria of our existing clients or prospective clients. This would have an adverse impact on our

procuring new projects, and subsequently, the financial performance of our Company.

Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative impact on the

Issuer’s results of operations and financial condition.

Any downgrade of India’s credit rating for domestic and international debt by international rating agencies may adversely

impact the Issuer’s ability to raise additional financing and the interest rates and commercial terms on which such additional

financing is available. This could have an adverse effect on the Issuer’s ability to obtain financing to fund its growth on

favourable terms or at all and, as a result, could have a material adverse effect on its results of operations, financial condition

and prospects.

Any legal and regulatory changes in the future could have a negative impact on the Issuer’s results of operations and

financial condition.

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any

regulator, including but not limited to the SEBI or the RBI, may adversely affect the Issuer’s financial results and operation,

and restrict the Issuer’s ability to do. The timing and content of any new law or regulation is not within the Issuer’s control

and such new law, regulation, comment, statement or policy change could have an adverse effect on its business, results of

operations and financial condition.

Further, the SEBI, BSE, other recognized stock exchanges where the Issuer may decide to get the Debentures listed after

giving prior intimation to the Debenture Trustee or other regulatory authorities may require clarifications on this Disclosure

Document, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected

or even rejected.

RISKS RELATING TO THE ISSUE

The Debentures may not be a suitable investment for all purchasers.

Potential Investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk,

that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting

and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the

Debentures as an investment in the light of their own circumstances and financial condition.

Modification, waivers and substitution.

The conditions of the Debentures shall contain provisions for calling meetings of Debenture Holders to consider matters

affecting their interests generally. These provisions permit defined majorities to bind all Debenture Holders including

Debenture Holders who did not attend and vote at the relevant meeting and Debenture Holders who voted in a manner

contrary to the majority.

Repayment of principal is subject to the credit risk of the Company.

Potential investors should be aware that receipt of the principal amount along with redemption, the yield payable thereon and

any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company and the potential

investors assume the risk that the Company may not be able to satisfy their obligations under the Debentures. In the event

that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted

by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed.






Page 15 of 144

Debentures may be illiquid in the secondary market.

The Company intends to list the Debentures on the WDM segment of BSE. The Company cannot provide any guarantee that

the Debentures will be frequently traded on the stock exchange and that there would be any market for the Debentures. The

current trading of the Company’s existing listed NCDs, if any, may not reflect the liquidity of the NCDs being offered

through the Issue. It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at

what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that

the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they

were not so listed or quoted or admitted to trading. Further, the Company may not be able to issue any further Debentures, in

case of any disruptions in the securities market.

Rating Downgrade Risk.

The Rating Agency has assigned a credit rating to the Debentures. In the event of deterioration in the financial health of the

Company, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential

investors may incur losses on re-valuation of their investment or make provisions towards sub-standard / non-performing

investment as per their usual norms. The rating is not a recommendation to purchase, hold or sell the Debentures in as much

as the ratings do not comment on the market price of the Debentures or its suitability to a particular investor. There is no

assurance either that the rating will remain at the same level for any given period of time or that the rating will not be

lowered or withdrawn entirely by the Rating Agency. In the event of deterioration, the rating of the Debentures, the investors

may have to take loss on revaluation of their investment.

Changes in interest rates may affect the price of the Issuer’s Debentures.

All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. Interest rates are

highly sensitive and fluctuations thereof are dependent upon many factors which are beyond the Issuer’s control, including

the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic

and political conditions, inflation and other factors. The price of such securities will vary inversely with changes in

prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the

prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase

or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a

growing economy, are likely to have a negative effect on the price of the Debentures.

The Debentures are subject to stamp duty requirements.

Potential purchasers and sellers of the Debentures should be aware that stamp duty in accordance with the laws and practices

of India are required to be paid at the time of issuance of the Debentures and if the tenor of the Debentures is extended. Non-

payment of stamp duty results in the document becoming inadmissible as evidence in Indian courts. Payment and/or delivery

of any amount due in respect of the Debentures will therefore, be conditional upon the payment of all applicable stamp duty.

Tax Considerations and Legal Considerations.

Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are

urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and

other implications of this investment.

Company’s indebtedness and covenants imposed by its financing arrangements may restrict its ability to conduct its

business or operations.

Company’s financing arrangements require it to maintain certain security cover for some of its borrowings. Should there be

any breach of financial or other covenants of any financing arrangements and such breach continues beyond the stipulated

cure period, the Company may be subjected to various consequences as a result of such default including forced repayment

of such borrowings. Further, under some of the financing arrangements, the Company is required to inform / obtain prior

approval of the lenders / debentures holders / debenture trustee for various actions. This may restrict / delay some of the

actions / initiatives of the Company from time to time.






Page 16 of 144

Accounting Considerations.

Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their

own accounting advisors to determine implications of this investment.

Entire Security not created upfront and when created maybe insufficient to redeem the Debentures.

The potential investors are required to note that the security in the form of first ranking exclusive mortgage for the

Debentures has not been created at the time of the allotment of the Debentures. It will be subsequently created in favour of

the Debenture Trustee for the benefit of the Debenture Holder(s) within the timelines prescribed under this Disclosure

Document or within such extended period as may be agreed to between the Issuer and the Debenture Trustee (acting upon

the instructions of the Debenture Holder(s)). Further, in the event that the Company is unable to meet its payment and other

obligations towards potential investors under the terms of the Debentures, the Debenture Trustee may enforce the Security

created in respect of assets over which a security interest has been created. The potential investors’ recovery in relation to the

Debentures will be inter alia subject to (i) the market value of such assets; and (ii) finding a willing buyer for such assets at a

price sufficient to repay the amounts due and payable to the potential investors’ amounts outstanding under the Debentures.

The value realised from the enforcement of the Security may be insufficient to redeem the Debentures.

Material changes in regulations to which the Company are subject could impair the Company’s ability to meet payments

or other obligations.

The Company is subject generally to changes in Applicable Laws, as well as to changes in government regulations and

policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the

Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.






Page 17 of 144

SUMMARY TERM SHEET

Security Name KEC International 0% Senior Secured NCDs 2016

Issuer KEC International Limited

Promoter Group Harsh Goenka Group

Sole Arranger ICICI Bank Limited

Type of Instrument Rated, Listed, Redeemable, Secured, Non-Convertible Debentures

Nature of Instrument Secured

Seniority Senior

Mode of Issue On private placement basis to Eligible Investors.

Eligible Investors Shall mean and include:

1. Scheduled Commercial Banks;





6. Mutual Funds;


8. Corporates;



Any other investor(s) authorised to invest in these Debentures, subject to the compliance with

the relevant regulations/guidelines applicable to them for investing in this Issue. The investor

should not be in the caution list/negative list of investors, as released by SEBI from time to

time.

Listing Proposed to be listed on the WDM segment of the BSE within 20 (twenty) calendar days of the

Deemed Date of Allotment.

Rating of the

Instrument

A+ by ICRA.

Issue Size Rs. 250,00,00,000/- (Rupees Two Hundred Fifty Crore only).

Option to retain

oversubscription

(Amount)

N.A.

Objects of the Issue Towards long term working capital, refinancing of existing debt and general corporate purposes.

The proceeds from the Debentures either in part or full will not be used for investment in or on

lending for the capital market, land acquisition, acquiring equity shares of Indian company(ies),

buyback of shares of Indian company, funding of promoter’s contribution in the project or any

other purpose, which is prohibited under RBI guidelines for bank finance.

Details of utilization The proceeds realized by the Company from the Issue shall be applied exclusively by the

Company for the Objects of the Issue. The Issuer will provide to the Debenture Trustee /






Page 18 of 144

of the issue proceeds Debenture Holders an auditor’s certificate within a period of 90 (ninety) calendar days from the

Deemed Date of Allotment certifying that the proceeds raised from the issuance of the

Debentures have not been utilized for any purpose which is ineligible for bank finance as per

the extant guidelines issued by the RBI and that the proceeds raised from the issuance of the

Debentures have been utilized solely for the Objects of the Issue.

Coupon rate Zero coupon.

Rating Downgrade

Covenant

In case, the rating of the Debentures falls to BBB+ or below by ICRA, or rating of the Company

is withdrawn or suspended for any reason by ICRA, any Debenture Holder(s) shall have the

right to ask for mandatory prepayment in full/part of the outstanding Debentures. The Issuer

shall make the payment of the entire outstanding value of the Debentures together with accrued

interest, default Interest, and such other payments which are due to be paid to the Debenture

Holders, within 30 (thirty) calendar days from the date of exercise of acceleration option by the

Debenture Holder(s). Occurrence of any rating downgrade as stated herein shall be construed as

a Mandatory Prepayment Event and the due date for payment at the end of 30 (thirty) days from

the date of exercise of acceleration option by the Debenture Holders shall be a Mandatory

Prepayment Date.

Coupon payment

frequency

At Maturity.

Coupon payment

dates

Bullet

Coupon type Fixed

Coupon reset process N.A.

Day count convention Actual/Actual

Interest on

application money

N.A.

Penalty for delay in

listing

In case of delay in listing of the Debentures beyond 20 (twenty) calendar days from the Deemed

Date of Allotment, the Issuer will pay a penal interest of 1% (one percent) p.a. over and above

the Coupon Rate to the Debenture Holders, from the expiry of 30 (thirty) calendar days from the

Deemed Date of Allotment till the listing of such Debentures.

Penalty in case of

default

In case of delay in payment of interest/principal on the Due Dates, additional penal interest of

2% (two percent) p.a. over the Coupon Rate will be payable by the Company on the outstanding

principal for the defaulting period.

Series 1 2 3

Amount Rs. 150 Crore Rs. 50 Crore Rs. 50 Crore

Tenor / Redemption

Dates

20 April 2020 20 April 2021 20 December 2021

Redemption Amount Means all principal amounts outstanding with respect to the Debentures payable on the

Mandatory Prepayment Date or the Redemption Date, as the case may be, in one bullet

instalment. On the Mandatory Prepayment Date or the Redemption Date, as the case may be,






Page 19 of 144

the accrued interest rate, any step up interest upon occurrence of a Mandatory Prepayment

Event, Default Interest Rate and other amounts owed will also be payable by the Company.

Redemption Premium

/ Discount

N.A. (payable at par)

Issue Price To be issued at par.

Discount at which

security is issued and

effective yield as a

result of such

discount

N.A.

Put Date N.A.

Put Price N.A.

Call Date N.A.

Call Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture.

Minimum Application The application should be for a minimum of 10 (ten) Debentures (Rs. 100,00,000) and in

multiples of 1 (one) Debenture (Rs. 10,00,000) thereafter.

Issue Timing Issue Opening Date Issue Closing Date Pay-In Date Deemed Date of

Allotment

28 October 2016 28 October 2016 28 October 2016 28 October 2016

Issuance mode of the

instrument

Demat only.

Trading mode of the

instrument

Demat only.

Settlement mode of

the instrument

Payment of interest/ principal will be made by way of RTGS transfer/ NEFT/ cheque/ demand

draft/ interest warrant.

Depository NSDL/ CDSL

Business Day

Convention

If any coupon payment date falls on a day that is not a working day, the payment shall be made

on the immediately succeeding working day. If the redemption date / exercise date / maturity

date (also being the last coupon payment date) of the Debentures falls on a day that is not a

working day, the redemption proceeds shall be paid on the immediately preceding working day.

Yield to Maturity 9.33% (nine point three three percent) p.a. monthly compounded and payable at maturity

(Annual Rate of 9.74% (nine point seven four percent) p.a.).






Page 20 of 144

Record Date The Record Date for the Debentures shall be 15 (fifteen) days prior to the date of each of the

interest payments and/or the Redemption Dates or a Mandatory Prepayment Date.

Credit of Debentures The Issuer will issue the Debentures in dematerialized form and issue letters of allotment with

credit of the Debentures within 2 (two) Business Days from the Deemed Date of Allotment.

Majority Debenture

Holders

Debenture Holders aggregating to equal to or more than 51% (fifty-one percent) of the value of

the nominal amount of the Debentures for the time being outstanding

Security (where

applicable) (Including

description, type of

security, type of

charge, likely date of

creation of security,

minimum security

cover, revaluation,

replacement of

security).

The Debentures shall be secured by:

(i) a first charge, by way of hypothecation, over the movable assets of the Issuer in relation to

the plant located in Vadodara and Mysore; and

(ii) a first ranking charge created by way of mortgage over the immovable properties of the

Company situated at its plant at Vadodara and Mysore.

The Issuer shall create the security:

(i) over the movable assets by way of hypothecation within 90 (ninety) days from the Deemed

Date of Allotment and perfect thereof within 180 (one hundred and eighty) days from the

Deemed Date of Allotment; and

(ii) over the immovable properties and perfect the same (except the Vadodara property which

will be created within 90 (ninety) days from the Deemed Date of Allotment and perfect

thereof within 180 days from the Deemed Date of Allotment) within 180 (one hundred and

eighty) days from the Deemed Date of Allotment.

The Issuer shall maintain the Security Cover at all times until all Debenture Outstandings have

been paid.

The Security shall be valued annually by the approved valuer.

In any event, if the Issuer fails to create security within the aforesaid timelines, an additional

interest of 1% (one percent) p.a. on the Debenture Outstandings shall be payable from the

Deemed Date of Allotment till the creation of security to the satisfaction of the Debenture

Holders.

The right of the Debenture Holders to claim additional interest shall be irrespective of their

rights to declare an Event of Default or to enforce any other rights available under Applicable

Law in case of such failure.

In the event that, on any day (“Shortfall Trigger Day”) during the tenor of Debentures, if there

is a shortfall in stipulated Security Cover, the Issuer shall forthwith and in any event no later

than 5 (five) Business Days from the Shortfall Trigger Day, provide to the Debenture Holders, a

duly executed proposal satisfactory to the Debenture Trustee (acting on the instructions of the

Debenture Holders) (“Additional / Alternate Security Proposal”) to make good the shortfall.

The Company shall comply with such Additional/Alternate Security Proposal and make good

the shortfall within 15 (fifteen) days from the Shortfall Trigger Day.

Failure to create Additional / Alternate Security within the aforesaid timelines shall attract an

additional interest of 1% (one percent) p.a. on the Debenture Outstandings, which shall be

payable from the Shortfall Trigger Day till the creation of Additional Security to the satisfaction

of the Debenture Holders.

Without prejudice to the rights of the Debenture Holders to claim additional interest as

mentioned above, any failure of the Company to make good the shortfall in the manner






Page 21 of 144

stipulated above shall be construed as an Event of Default and the Debenture Holders shall be

entitled to exercise all rights under the Debenture Documents and under Applicable Laws.

Debenture Documents Debenture Documents shall mean and include:

1. Disclosure Document (Information Memorandum & Form No. PAS-4)

2. Debenture Trust Deed

3. Debenture Trustee Agreement

4. Listing agreement with BSE

5. Rating letter and rating rationale

6. Letter appointing Debenture Trustee and R&T Agent

7. Security documents

8. Other documents defined in the Debenture Trust Deed

Conditions precedent

to Disbursement

The Issuer shall ensure that all the consents and resolutions required to issue the NCDs are in

place prior to the Issue. The Issuer shall also ensure that all regulations pertaining to this are

complied with. The conditions for disbursement by the Debenture Holders shall inter alia

include the following:

1. Furnished certified copies of the Memorandum and Articles of Association (or equivalent

constitutive documents).

2. A certified true copy of the special resolution of the shareholders of the Issuer approving

the private placement of the Debentures under Rule 14(2)(a) of the Companies (Prospectus

and Allotment of Securities) Rules, 2014.

3. A certified true copy of the special resolution of the shareholders of the Issuer under

Section 180(1)(c) of the Companies Act, 2013 setting out the borrowing limit applicable to

the Issuer. (Note: Independent chartered accountant certificate certifying that the Issue is as

per the resolution u/s 180 (1) (c) would be required).

4. A certified true copy of the special resolution of the shareholders of the Issuer under

Section 180(1)(a) of the Companies Act, 2013 approving the creation of security.

5. Certificate from statutory auditor/CA confirming that:

(a) no borrowing limits binding on the Issuer are exceeded on account of issuance of the

Debentures; and

(b) the value of the Secured Assets being subject matter of the Security documents is

sufficient to create the Security Cover contemplated therein.

6. Certificate from a chartered accountant setting out the pending income tax proceedings in

respect of the Issuer, or a certificate from a chartered accountant confirming that there are

no income tax proceedings pending against the Issuer under S. 281 of the Income Tax Act,

1961.

7. Execution of all the Debenture Documents (excluding the Debenture Trust Deed and

Security documents), to the satisfaction of Debenture Holders.

8. Receipt by the Issuer of all relevant consents (corporate, shareholder, regulatory and

consents of existing lenders, if any).

9. Receipt by the Issuer of no-dues certificate and evidence of release of charge in connection

with the Security.

10. Furnishing of KYC of the Issuer and its signatories.

11. The Issuer shall have signed and delivered the Disclosure Document under the Companies

Act, 2013.

12. In-principle approval from BSE.

13. Obtaining ISIN for issuance of Debentures in dematerialized form.

14. Consent Letter from the Debenture Trustee.

15. Execution of the Debenture Trustee Agreement.

16. Director/Company Secretary/CFO’s certificate from the Issuer confirming that:

(i) No Event of Default has occurred or is continuing;

(ii) No Material Adverse Effect has occurred and there are no circumstances existing

which could give rise, with the passage of time or otherwise, to a Material Adverse

Effect;






Page 22 of 144

(iii) the representations and warranties made are true and correct in all material respects on

and as of the date of the transaction documents and the date of such certificate; and

(iv) the Issuer is and will be, after issuance of the Debentures, in full compliance with all

provisions of the Debenture Documents, its constitutional documents, any document to

which it is a party or by which it is bound, and any laws and regulations applicable to

it.

17. If the Debenture Documents require the Issuer to incorporate alterations to the Articles of

Association and Memorandum of Association of the Issuer, the Issuer shall, and the parties

shall cause the Issuer to, forthwith cause such changes to be incorporated thereto in a

manner satisfactory to the Debenture Holders.

18. Valuation report(s) from approved valuer(s) in relation to the Security.

19. Evidence that the Issuer has opened an account for deposit of Issue Proceeds.

Conditions

Subsequent to

Disbursement

The Issuer shall ensure that inter alia the following documents are executed / activities are

completed as per time frame mentioned in the Disclosure Document:

1. Board resolution for allotment of Debentures;

2. Execution of Debenture Trust Deed and the Security documents within the timelines set out

in this Disclosure Document;

3. Issuance of letter of allotment on Deemed Date of Allotment;

4. Credit of demat account(s) of the Allottee(s) by number of Debentures Allotted within 2

(two) Business Days from the Deemed Date of Allotment;

5. Making application to BSE within 15 (fifteen) days from the Deemed Date of Allotment to

list the Debentures and seek listing permission within 20 (twenty) days from the Deemed

Date of Allotment;

6. ROC filings within the prescribed period;

7. Receipt by the Issuer of all relevant consents (corporate, shareholder, regulatory and

consents of existing lenders and other government authorities, if any) towards creation and

perfection of the Security to the satisfaction of the Debenture Trustee; and

8. Stamped Debenture Certificate to be issued.

Further the Issuer shall perform all conditions subsequent activities, whether mandatory or

otherwise, as mentioned elsewhere in this Disclosure Document or in the Debenture Trust Deed.

Financial Covenants The Company shall ensure that it is in compliance with the following financial covenants at all

times during the tenure of the Debentures on a consolidated basis:

1. Debt Service Coverage Ratio (“DSCR”) of the Company at all times to be equal to or

greater than 1.10 (one point one zero);

2. Debt to EBITDA ratio not to exceed 5.00 (five) times;

3. Interest cost of the Company: not to exceed 5% (five percent) of its total net sales; and

4. There should be no loss on PAT basis in the Company on an annual basis.

Definitions to be used only for Financial Covenants:

“Debt” shall mean aggregate of –

1. All money borrowed;

2. All long-term debt outstanding, whether secured or unsecured;

3. Contingent liabilities pertaining to corporate/ financial guarantees given on behalf of any

company / SPV / subsidiary / affiliate to the extent these liabilities are not already included

in the consolidated debt;

4. Any short term debt outstanding, whether secured or unsecured excluding acceptances;

5. Receivables sold or discounted (other than any receivables to the extent they are sold on a

non- recourse basis); and

6. Any amount raised under any other transaction (including any forward sale or purchase






Page 23 of 144

agreement) having the commercial effect of a borrowing.

“DSCR” shall mean the ratio of A and B as follows:

A. the aggregate of (a) PAT for trailing 12 (twelve) months; (b) depreciation and amortization

of tangible and intangible assets for such period; (c) interest payable for such period; (d)

other financing costs payable for such period; and (e) deferred tax liability for such period;

and

B. an amount equal to the sum of interest, principal repayment, and other financing costs

payable for trailing 12 (twelve) months.

“EBITDA” means operating earnings before interest, tax, depreciation and amortization.

All the above covenants to be tested on a semi-annual basis, i.e. more specifically in March-end

and September-end for each Financial Year.

Other Covenants

(Affirmative/

Negative Covenants)

The following covenants by the Issuer as set out below shall remain in force from the date of the

Debenture Trust Deed for so long as the Debenture Outstandings or any part thereof is

outstanding under the Debenture Documents:

1. Issuer shall not amend or modify its Memorandum of Association and Article of

Association (except those amendments and/or modifications which are required to comply

with the Companies Act, 1956 / 2013 and Rules made there under) without the prior written

consent of the Debenture Trustee/Debenture Holders.

2. Issuer shall not change its Financial Year (or such other date as may be approved by the

Debenture Holders) without the prior consent of the Debenture Trustee/ Debenture Holders.

3. Issuer shall not change the accounting policies currently followed without prior consent of

the Debenture Trustee / Debenture Holders unless required under the Applicable Law /

Indian Accounting Standards to do so.

4. Issuer shall provide standalone & consolidated financial statements at the end of financial

and half yearly basis, within a period of 180 (one hundred and eighty) days and 60 (sixty)

days respectively from the end of financial and half year ended.

5. Issuer shall immediately notify of any potential Event of Default as soon as the Company

has the knowledge of the same or an Event of Default, or occurrence of an event which

may result in a Material Adverse Effect.

6. Issuer shall obtain, comply with, and maintain all licenses / authorizations.

7. Issuer will not purchase or redeem any of its issued shares or reduce its share capital

without the prior written consent of the Debenture Holders.

8. Any sale of assets, whether movable or immovable, whether tangible or intangible, above

Rs. 50,00,00,000 (Rupees Fifty Crore) / business / division / SPV or re-structuring of the

existing business, shall be with the prior consent of the Debenture Holders.

9. Issuer’s net worth to remain positive during the tenor of the Issue.

10. Issuer shall not pay any dividend, if an Event of Default has occurred and is subsisting.

11. Issuer shall maintain its corporate existence and the right to carry on its business and

operations and comply with all Applicable Laws in all respects, at all times.

12. Issuer shall not, without the prior approval of Debenture Holders, enter into any transaction

of consolidation, re-organization, merger, acquisition, restructuring, amalgamation, scheme

of arrangement or compromise with its creditors or shareholders or effect any scheme of

amalgamation or reconstruction; provided however that this restriction shall not apply in

the event that the compliance with this restriction would result in the Issuer defaulting in

relation to any of its payment obligations in relation to the Debentures.

13. Issuer shall not undertake any new business or any diversification of its business (other

than EPC) without approval of Debenture Holders.

14. Issuer shall provide details of any material litigation, arbitration or administrative

proceedings.

15. Issuer shall not change in statutory auditors without prior written consent of Debenture

Holders, unless mandated by Applicable Law.






Page 24 of 144

16. Issuer shall ensure that all assets forming a part of the Security are free from encumbrances.

17. Issuer shall permit visits and inspection of books of records, documents and accounts to

Debenture Holders as and when required by them.

18. Issuer shall notify in case of any force majeure event.

19. Issuer shall not change its management control.

Such other additional covenants customary to the transactions of this nature as set forth in the

Debenture Trust Deed.

Representations &

Warranties

Such representations and warranties that are customary to the transactions of this nature as set

forth in the Debenture Trust Deed.

Events of Default and

Consequence of

Events of Default

An event of default shall inter alia mean the occurrence of any of the events specified below

(“Event of Default”):

1. Failure to pay any amount due in respect of Debentures including any instalment of interest

(including penal interest, if applicable) or the principal amount of the Debentures, any other

monies including costs, charges, expenses incurred by the Debenture Trustee, as and when

the same shall have become due and payable;

2. Any material information (as may be decided by the Debenture Trustee acting on the

instructions of Majority Debenture Holders) given by the Company in this Term Sheet,

Disclosure Document, the Debenture Documents and/or other information furnished and/or

the representations and warranties given/deemed to have been given by the Company to the

Debenture Holder(s)/Beneficial Owner(s) under the Debenture Documents, for financial

assistance by way of subscription to the Debentures, is or proves to be misleading or

incorrect in any respect or is found to be incorrect;

3. Breach of any material (as may be decided by the Debenture Trustee acting on the

instructions of Majority Debenture Holders) terms, conditions and covenants of any

Debenture Documents;

4. If the Company / subsidiary(ies) of the Company is unable to or admits in writing its

inability to pay its debts as they mature or suspends making payment of any of its debts, by

reason of actual or anticipated financial difficulties or proceedings for taking it into

liquidation have been admitted by any competent court or a moratorium or other protection

from its creditors is declared or imposed in respect of any indebtedness of the Company;

5. If the properties and assets offered as Security to the Debenture Trustee / Debenture

Holder(s) / Beneficial Owner(s) for the Debentures are not insured or kept under-insured by

the Company, and adequate insurance has not been provided within 15 (fifteen) days of

written notice by the Majority Debenture Holders or the Debenture Trustee or the Security

depreciates in value to such an extent that in the opinion of the Debenture Holder(s) /

Beneficial Owner(s) / Debenture Trustee, further security to the satisfaction of the

Debenture Holder(s) / Beneficial Owner(s) / Debenture Trustee should be given, and such

additional security is not given within 15 (fifteen) days of such shortfall as more

particularly laid down in the Debenture Trust Deed;

6. If without the prior approval of the Debenture Trustee and/or Debenture Holder(s)

/Beneficial Owner(s), as the case may be, any land, buildings, structures, plant and

machinery of the Company are sold, disposed of, charged, encumbered or alienated, or the

said buildings, structures, machinery, plant or other equipment are removed pulled down or

demolished, except for value of equipment sold is less than Rs. 30,00,00,000 (Rupees

Thirty Crore);

7. The occurrence of a Material Adverse Effect as determined by the Debenture Trustee,

acting solely on the instructions of the Majority Debenture Holders;

8. The Company rescinds / repudiates or purports to rescind / repudiate or evidences an

intention to rescind / repudiate any of the Debenture Documents to in whole or in part;

9. If the Company, its promoters of key managerial personnel of the Company being declared

a wilful defaulter;

10. The Company shall have voluntarily or involuntarily become the subject of proceedings

under bankruptcy or insolvency law or CDR proceedings including any corporate action






Page 25 of 144

which has been admitted on records by the court or other relevant authority as the case may

be;

11. The Company / subsidiaries has taken or suffered any action to be taken for its

reorganization, liquidation or dissolution;

12. A receiver or liquidator, provisional liquidator, supervisor, receiver, administrative

receiver, administrator, compulsory manager, trustee or other similar officer in respect of

the Company or any of its assets is appointed or allowed to be appointed in relation to all or

any part of the undertaking of the Company;

13. Any failure of the Company to comply with any of the provisions of the Debenture

Documents in relation to the Security and Security Cover including but not limited to the

failure of the Company to provide any additional or alternate security to the satisfaction of

the Majority Debenture Holders;

14. If an attachment or expropriation or restraint or act of sequestration is levied on the Assets

or any part thereof and/or certificate proceedings are taken or commenced for recovery of

any dues from the Company;

15. Cross default of the Company / subsidiaries/JVs with any of their respective Financial

Indebtedness, upon occurrence of the following:

• any Financial Indebtedness of the Company / subsidiaries is not paid when due and the

applicable cure period has lapsed without the Company remedying the same; or

• any Financial Indebtedness of the Company / subsidiaries is declared or otherwise

becomes due and payable before its specified maturity as a result of an event of

default; or

• any creditor of the Company / subsidiaries for amount exceeding Rs. 25,00,00,000

(Rupees Twenty-Five Crore), becomes entitled to declare any Financial Indebtedness

of the Company due and payable before its specified maturity as a result of an event of

default.

16. If the Company suspends, ceases or threatens to suspend or cease to carry on its business or

gives notice of its intention to do so;

17. If, in the reasonable opinion of the Debenture Trustee, the security of the Debenture Holder

(s)/Beneficial Owner(s) is in jeopardy;

18. If the Company is declared a sick undertaking under the provisions of the Section 3(1)(o) of

the Sick Industrial Undertakings (Special Provisions) Act, 1985 or under Section

2(46)(AA) of the Old Companies Act if a reference has been made to BIFR by a creditor

under the said Act and the Company has not resolved the complaint or is nationalized or is

under the management of the Central Government;

19. All or a material part of the undertaking, assets, rights or revenues of the Company are

condemned, seized, nationalised, expropriated or compulsorily acquired, or shall have

assumed custody or control of the business or operations of the Company, or shall have

taken any action for the dissolution of the Company, or any action that would prevent the

Company, their member, or their officers from carrying on their business or operations or a

substantial part thereof, by or under the authority of any Government or Government

authority;

20. Any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off

of the Company / Promoter funds or revenues or any other act having a similar effect being

committed by the management or by any key managerial personnel (excluding independent

directors) of the Company;

21. The Company has taken or suffered to be taken any action for re-organisation of its capital

or any rearrangement, merger or amalgamation without the prior written approval of the

Debenture Holders;

22. Change in Control of the Company and/or a transfer (except inter-transfer between the

Promoters) and/or the creation of an Encumbrance on the Promoter Group shareholding in

the Company without prior written approval or sanction of the Debenture Trustee;

23. No change in management control & the current promoters’ shareholding should not fall

below 50% (fifty percent) in the Company, taken on a fully diluted basis, until the final

settlement date;

24. Any Debenture Document once executed and delivered, ceases to be in full force and effect

or becomes unlawful, invalid or unenforceable or fails to provide the Debenture Trustee






Page 26 of 144

and the Debenture Holder(s)/Beneficial Owners(s) with the interests in the Security

intended to be created thereby;

25. Any of the necessary clearances required or desirable in relation to the project or Company

or the Debentures in accordance with any of the Debenture Documents is not received or is

revoked or terminated, withdrawn, suspended, modified or withheld or shall cease to be in

full force and effect which shall, in the opinion of Debenture Holder(s)/Beneficial

Owners(s), have Material Adverse Effect on the project or Company or the Debentures;

26. A petition for the reorganization, arrangement, adjustment, winding up or composition of

debts of the Company is filed (voluntary or otherwise) or have been admitted or makes an

assignment for the benefit of its creditors generally and such proceeding is not contested by

the Company for staying, quashing or dismissed within 15 (fifteen) days;

27. The Promoter/s and/or the directors (other than the independent directors) or the key

managerial personnel of the Company are charged with, arrested or convicted of a criminal

offence involving moral turpitude, dishonesty or which otherwise impinges on the integrity

of the Promoter/s and/or director, including any accusations, material charges and/or

convictions of any offence relating to bribery;

28. It is or becomes unlawful for the Company to perform any of its obligations under any

Debenture Document;

29. The Company is adjudged insolvent or takes advantage of any law for the relief of

insolvent debtors.

30. Such additional events of default customary to the transactions of this nature as set forth in

the Debenture Trust Deed.

Upon the happening of an Event of Default, the Debenture Trustee shall inter alia be entitled to

exercise any and all remedies in accordance with the terms contained in the Debenture

Documents, and such other remedies as may be available under Applicable Laws.

Provisions related to

Cross Default Clause

Cross default of the Issuer / subsidiaries / JVs with any of their respective Financial

Indebtedness, upon occurrence of the following:

• any Financial Indebtedness of the Company / subsidiaries is not paid when due and the

applicable cure period has lapsed without the Company remedying the same; or

• any Financial Indebtedness of the Company / subsidiaries is declared or otherwise

becomes due and payable before its specified maturity as a result of an event of default; or

• any creditor of the Company / subsidiaries for amount exceeding Rs. 25,00,00,000

(Rupees Twenty-Five Crore), becomes entitled to declare any Financial Indebtedness of

the Company due and payable before its specified maturity as a result of an event of

default.

Approvals The Issuer agrees to comply with all applicable rules and regulations in respect of the Issue. The

Issuer will be responsible for taking all the necessary authorizations and/or approvals internal,

external regulatory, statutory or otherwise.

Role and

responsibilities of the

Debenture Trustee

The Issuer has appointed IDBI Trusteeship Services Limited as the Debenture Trustee for the

Issue. All the rights and remedies of the Debenture Holders shall vest in and shall be exercised

by the Debenture Trustee without referring to the Debenture Holders. All Investors are deemed

to have irrevocably given their authority and consent to IDBI Trusteeship Services Limited to

act as their Debenture Trustee and for doing such acts and signing such documents to carry out

their duty in such capacity. Any payment by the Issuer to the Debenture Trustee on behalf of the

Debenture Holders shall discharge the Issuer pro tanto to the Debenture Holders. The

Debenture Trustee shall carry out its duties and shall perform its functions in accordance with

all Applicable Laws and regulations including without limitation the New Companies Act,

SEBI Debt Regulations, the SEBI LODR Regulations and the Debenture Trustee Regulations as

well as the Supplementary Debenture Trustee Agreement/Deed and the Disclosure Document,

with due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as

per terms of the Debenture Documents entered into between the Issuer and the Debenture

Trustee and a notice in writing to the Debenture Holders shall be provided for the same.






Page 27 of 144

The Debenture Trustee shall ensure disclosure of all material events on an on-going basis. The

Debenture Trustee will protect the interest of the Debenture Holders on the occurrence of an

event of default by the Issuer in regard to timely payment of interest and repayment of principal

and they will take necessary action at the Issuer’s cost as provided in the Debenture Documents.

The responsibilities of the Debenture Trustee without prejudice to any other provision be as

more particularly set out in the Debenture Trust Deed and the Debenture Trustee Agreement in

accordance with the SEBI (Debenture Trustee) Regulations, 1993, as amended from time to

time.

Governing Law and

Jurisdiction

The Debentures are governed by and will be construed in accordance with Indian law. The

Issuer, the Debentures and the Issuer’s obligations under the Debentures shall, at all times, be

subject to the directions of the RBI and the SEBI. The Debenture Holders, by purchasing the

Debentures, agree that the courts at Mumbai shall have exclusive jurisdiction with respect to

matters relating to Debentures.

Material Adverse

Change

Shall mean the following:

(a) any material adverse change having occurred in any of the business, condition (financial

operations, of the Issuer (and its subsidiaries or parent company) since the last available

audited annual report;

(b) any circumstance, change or condition (including the continuation of an existing

condition) in the domestic and international commercial bank, loan syndication, financial

or capital market, political or economic conditions that, in the opinion of the Debenture

Holders, would materially affect syndication and conclusion of this Issue;

(c) any material adverse change having occurred in the financial markets in which the Issuer

and/or its principal assets are located or in the market for loans to and debt securities of

India.

Material Adverse

Effect

Shall mean any event or circumstance, occurrence, change or condition (including the

continuation of an existing condition) which, as of any date of such determination in the sole

opinion of the Debenture Holders, has caused or is likely to cause a material and adverse effect

in respect of one or more of the following:

(a) business, condition (financial or otherwise), and operations, performance or prospects of

the Company and its subsidiaries and/or parent company (to the extent applicable); or

(b) any pending or threatened litigation, investigation or proceedings that may have a material

adverse effect on the business condition (financial or otherwise), operations, performance

or prospects of the Company, which affects the payment on the Debentures; or

(c) the change in the domestic and international commercial bank, loan syndication, financial

or capital market, political or economic conditions which would materially affect

syndication or conclusion of this issue; or

(d) the change in the financial market in which the Company and/or its principal assets are

located; or

(e) the ability of the Company to perform and comply with its obligations under any of the

Debenture Documents;

(f) the validity, legality or enforceability of any of the Security expressed to be created

pursuant to any Security documents or on the priority or ranking of any of that Security; or

(g) the validity, legality or enforceability of, or the rights or remedies of any of the Debenture

Holders or Debenture Trustee under any of the Debenture Documents.

Information

Provision

The Issuer undertakes to provide information pertinent to a credit assessment of the Company

by the Sole Arranger / potential investors in a timely fashion. This information will include, but

not limited to the latest financial information, rating letter and rating rationale, copies of the

resolutions authorizing the borrowing and the latest company profile.






Page 28 of 144

ILLUSTRATION OF DEBENTURE CASH FLOWS

As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated 29 October 2013, the cash flows emanating from the Debentures

are mentioned below by way of an illustration.

Company/Issuer KEC International Limited

Face Value (per Debenture) Rs.10,00,000

Issue Date/Date of Allotment 28 October 2016

Redemption Series 1 Debentures Series 2 Debentures Series 3 Debentures

20 April 2020 20 April 2021 20 December 2021

Coupon Rate Zero coupon

Frequency of the Redemption Premium

Payment with specified dates

At Maturity on 20 April 2020, 20 April 2021 & 20 December 2021

Day Count Convention Actual/Actual

Cash Flows Date No. of days in redemption / premium

period Amount in (Rs.)

Series 1

Principal 20-Apr-20 N.A. 1,50,00,00,000

Redemption premium 20-Apr-20 1291 57,32,40,942

Total for Series 1 20-Apr-20

2,07,32,40,942

Series 2

Principal 20-Apr-21 N.A. 50,00,00,000

Redemption premium 20-Apr-21 1656 25,83,91,537

Total for Series 2 20-Apr-21

75,83,91,537

Series 3

Principal 20-Dec-21 N.A. 50,00,00,000

Redemption premium 20-Dec-21 1900 30,70,06,763

Total for Series 3 20-Dec-21

80,70,06,763






Page 29 of 144

SECTION A1 – ISSUER INFORMATION

I. NAMES AND ADDRESSES:

Registered Office of the Issuer Corporate Office of the Issuer Compliance Officer of the Issuer

KEC International Limited RPG House, 463, Dr. Annie

Besant Road, Worli, Mumbai -

400 030

Telephone: 022 6667 0200

Fax: 022 6667 0287

Website: www.kecrpg.com

Date of incorporation of the Issuer: March 18, 2005

KEC International Limited RPG House, 463, Dr. Annie

Besant Road, Worli, Mumbai -

400 030

Telephone: 022 6169 1600

Fax: 022 6667 0287

Website: www.kecrpg.com

Ch. V. Jagannadha Rao KEC International Limited,

RPG House,

463, Dr. Annie Besant Road,

Worli, Mumbai – 400 030

Telephone: 022-6169 1600

Fax: 022-6667 0287

Email ID: [email protected]

CFO of the Issuer Sole Arranger of the Issue Debenture Trustee of the Issue

Rajeev Aggarwal KEC International Limited,

RPG House,

463, Dr. Annie Besant Road,

Worli, Mumbai – 400 030

Telephone: 022 6667 0200

Fax: 022 6667 0287


ICICI Bank Limited ICICI Bank Towers,

Bandra-Kurla Complex,

Bandra (East), Mumbai – 400 051

Telephone: 022 2653 1027

Fax: 022 2653 1063

Email ID:

[email protected]

IDBI Trusteeship Services Limited Asian Building, Ground Floor

17, R. Kamani Marg, Ballard Estate

Mumbai – 400 001

Telephone: 022 4080 7000

Fax: 022 6631 1776


Website: www.idbitrustee.com

Registrar to the Issue Credit Rating Agency of the

Issue Auditors of the Issuer

Link Intime India Private

Limited

C- 13 Pannalal Silk Mills

Compound,

LBS Marg, Bhandup (West),

Mumbai - 400 078

Telephone: 022 2594 6970

Fax: 022 2594 6969

Email ID:

[email protected]

ICRA Limited

3rd

Floor, Electric Mansion,

Appasaheb Marathe Marg,

Prabhadevi, Mumbai – 400 025

Telephone: 022 6169 3300

Fax: 022 2433 1390

Email ID:

[email protected]

M/s Deloitte Haskins & Sells

Tower 3, 31st Floor, Indiabulls Finance

Centre, Senapati Bapat Marg,

Elphinstone (W), Mumbai – 400 013

Telephone: 022 6185 5546

Fax: 022 6185 4101


Registration No.: 117365W

Investors can contact the Compliance Officer in case of any pre-Issue or post-Issue related problems such as non-

receipt of Letters of Allotment, credit of Debentures, interest on application money etc. in the respective beneficiary

account or refund orders, etc.

II. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

A. OVERVIEW

1. Company Overview

Kamani Engineering Corporation Limited was incorporated on May 7, 1945 under the provisions of Indian

Companies Act, 1913 primarily to undertake the business of power transmission. In the year 1984, the name of the

Company was changed to “KEC International Limited”. Pursuant to a composite scheme of arrangement in 2005,

between KEC International Limited (incorporated in 1945), KEC Infrastructure Limited, Bespoke Finvest Limited,

KEC Holdings Limited and their respective shareholders, the power transmission business of KEC International

Limited (incorporated in 1945) was transferred to a new company incorporated with the name “KEC Infrastructures

Limited” on March 18, 2005. Further, pursuant to the terms of the Scheme, the names of KEC International Limited

and KEC Infrastructures Limited were interchanged i.e. KEC International Limited became KEC Infrastructures

Limited and vice versa.






Page 30 of 144

Further, pursuant to the composite scheme of arrangement in 2007-08, between the Company, RPG Transmission

Limited (RPGT), National Information Technologies Limited (NITEL) and MP Power Line Limited (MPPL) and

their Respective shareholders, RPGT and NITEL were merged with the Company. Further in 2010, RPG Cables

Limited was merged with the Company pursuant to a scheme of amalgamation.

The Company is an infrastructure Engineering, Procurement and Construction (EPC) major with presence in four

business verticals – power transmission & distribution, cables, railways and water. The Company has its footprints

in more than 50 (fifty) countries across the world.

Operational Data

2. Industry Overview

The power landscape worldwide is on the cusp of transformation with emphasis on reliability, efficiency,

sustainability and affordability. Emerging trends in the segment include increased focus on renewables, integration






Page 31 of 144

of renewables into the grid, distributed generation, smart transmission and distribution networks, migration to extra

high voltages of transmission, use of gas insulated lines where overhead transmission lines are not feasible, etc.

These developments portray a very progressive image for the sector, although the fact that scarcity of power is

rampant in large parts of the globe remains a matter of concern. Economic growth, fuelled by rapid industrialisation

and urbanisation, increased globalization along with technological and digital interventions, demands incessant

supply of power. At present, there is a disparity between the demand and supply dynamics, thus propelling the need

for substantial investments, culminating in enormous opportunities and a positive outlook for the global power

sector.

The total investment requirement for ‘Transmission & Distribution’ infrastructure for period of 2015-2040 is

projected at USD 8.3 Trillion, of which India requires approximately USD 845 Billion (Source: International

Energy Agency (IEA), World Energy Outlook 2015).

Cumulative Investment Needs in Power Transmission and Distribution during 2015–2040 (USD Billion)

Region / Country 2015-2025 2026-2040 Total

2015-2040

Americas 447 645 1,092

Europe 424 469 893

East Europe/Eurasia 195 274 469

Asia 1,514 2,269 3,783

Middle East 117 167 284

Africa 241 583 824

Latin America 194 300 494

World Total 3,366 4,996 8,362

India 301 544 845

Source: International Energy Agency (IEA) - World Energy Outlook 2015

Globally, transmission and distribution networks are expanding steadily; nonetheless around 15% (fifteen percent)

of the world population still lacks access to electricity, necessitating the need for development of power

infrastructure across the globe. All this translates into significant opportunities for the Company. The Company has

a global presence and is recognised for its capability to execute complex and innovative engineering projects

necessary to cater to the infrastructure requirements across the globe.

Country / Region Per capita power

consumption (2011) (kwh)

Population without access to

electricity (2012) (percent)

United States 13,240 NIL

Europe and Central Asia 2,920 NIL

China 3,298 NIL






Page 32 of 144

South Asia 619 22

MENA 1,684 4.1

Sub-Saharan Africa 525 64.7

Latin America and Caribbean 1,823 4.2

World Average 3,031 15.4

India 1010* 21.3

Source: World Bank Estimates, * Press Articles

B. CORPORATE STRUCTURE

The Company is professionally managed by its Board of Directors. As on 30 September 2016, the Company

comprised of 11 Directors out of which 8 are Independent Directors, and a Non-Executive Director chairs the

Board.

1. Key Subsidiaries:

Sr.

No.

Name of Subsidiary Country of

Incorporation

Percentage of

Ownership

Business of Subsidiary

Direct Subsidiaries

1 KEC Power India Private Limited India 100 Providing services relating to

Power Transmission &

Distribution

2 KEC Bikaner Sikar Transmission

Private Limited

India 99.99 Concessionaire

3 KEC Investment Holdings Mauritius 100 Investment Company

4 KEC Global Mauritius 100 Investment Company

5 RPG Transmission Nigeria

Limited

Nigeria 100 EPC Company

6 KEC Global FZ LLC UAE 100 EPC Company

Indirect Subsidiaries

7 KEC International Holdings LLC USA 100 SPV

8 KEC Brazil LLC USA 100 SPV

9 KEC Mexico LLC USA 100 SPV

10 KEC US LLC USA 100 SPV

11 KEC Transmission LLC USA 100 SPV






Page 33 of 144

12 SAE Tower Holdings LLC USA 100 Investment Company

13 SAE Tower Brazil Subsidiary

Holding Company LLC

USA 100 Investment Company

14 SAE Towers Mexico Subsidiary

Holding Company LLC

USA 100 Investment Company

15 SAE Towers Mexico S de RL de

CV

Mexico 100 Manufacturing of Towers

16 SAE Towers Brazil Torres de

Transmission Ltda

Brazil 100 Manufacturing of Towers

17 SAE Prestadora de Servicios

Mexico S de RL de CV

Mexico 100 Service Company

18 SAE Towers Limited USA 100 Trading Company

19 SAE Engenharia E Construcao

Ltda.

Brazil 100 EPC

20 SAE Engineering & Construction

Services S de RL de CV

Mexico 100 EPC

21 KEC International (Malaysia)

SDN. BHD.

Malaysia 100 EPC

2. Details of Units:

The details of the manufacturing facilities of the Company are as listed below:

Plants’ Location

Transmission

Towers

Jaipur

Jhotwara Industrial Area

Jaipur, Rajasthan - 302 012

Butibori

B-190 Industrial Area

Butibori, Maharashtra-

441 108

Jabalpur

Deori, P. O. Panagarh,

Jabalpur, Madhya Pradesh-

483220

Cables Mysore

Hebbal Industrial Area,

Hootagalli, Belavadi Post,

Mysore, Karnataka-571186

Silvassa

Plot No. 273 / 4, Demni

Road, Silvassa, Dadra and

Nagar Haveli - 396 191

Vadodara

Village: Godampura

(Samlaya),

Taluka: Savli, Gujarat-

391520

SAE Towers SAE Towers Mexico S de RL de CV

Mexico, Arco Vial Saltillo-Nuevo

Laredo Km. 24.1, Escobedo, N. L.

Mexico, C.P. 66050-79

SAE Towers Brazil Torres de Transmissao Ltda

Brazil, R. Moacyr G. Costa, 15 - Jd. Piemont

Sul, Betim / MG, Brazil 32669-722

Tower Testing

Stations

Jaipur

Jhotwara Industrial Area,

Jaipur, Rajasthan - 302 012

Butibori

B-215 Industrial Area,

Butibori, Maharashtra -

441108

Jabalpur

Deori, P. O. Panagarh,

Jabalpur, Madhya Pradesh –

483220

SAE Towers Brazil Torres de Transmissao Ltda, Brazil

R. Moacyr G. Costa, 15 - Jd. Piemont, Sul, Betim / MG, Brazil 32669-722






Page 34 of 144

3. Details of Branches:

As on September 30, 2016, the Company has around 27 branches located across various countries to carry out its

business activities:

SR.

NO. COUNTRY OFFICE ADDRESS

1 Abu Dhabi Mr. Madhu Nair Kec International Limited

P.O.Box No. - 27830, Flat No.602, 6 Th Floor, Marina Plaza Building, New

Airport Road (Muroor Road), Abu Dhabi, United Arab Emirates (Uae)

Tel: 00 971 2 6394 885 / 00 971 2 6394 886

Mobile : 00971 506217862

Fax : 00971 2 6394 887

2 Algeria Mr. Sudipta Das

Kec International Limited

9a,Rue National, 36 Dely Ibrahim Algeirs, Algeria

Tele : 00213 21917533

Mob: 00 213 770940237

Fax: 00 213 21917446

3 Afghan Mr K Somusekaran Kec International Limited

House No.21, Street No.2, Qulla Fathulla, (Near Madina Market), Kabul,

Afghanistan

Mob: 0093 786686818.

4 Cameroon Mr Ravi Bhagat Kec International Limited

B.P.518, Face Eveche, Elogbele, Edea, Cameroon

Landline No.00237-33464630, 33464631

Fax No:- No Fax Line At Cameroon Office

Mob:- 00237 79501687

5 Congo Mr Vasantha Kumar/ Talukdar Kec International Ltd.

Bon Coin, Room No 17, 56/4 Avenue Colonel Ebeya, Commune: Gombe,

Kinshasa.

Democratic Republic Of Congo (Drc)

Tel :- No Land Line At Congo

Fax:-No Fax Line At Congo

Mob No -00243 899711647

6 Ethiopia Mr Arun Bajaj Kec International Ltd.

House No. : 1060, Kebele : 03/05, Opposite Bole Community School, Bole Homes

Sub City :Bole , Addis Ababa, Ethiopia.

Mob:- +251 910119558

Tel: +251 11 4674 574/4674575

Fax: +251 11 4674 573

7 Egypt Mr Srawan Dara






Page 35 of 144

SR.


Kec International Limited,

1st Floor, 2-6

th Zone, 1

st District, 5

th Settlement, New Cairo, Egypt,.

Postal Code: 11835

Tel: 20 22 6184335

Telefax: +

Fax: +20 22 6184334

Mobile: 201 274599996

8 Ghana Mr Ravi Bhagat Kec International Limited

House No Aw/ 38, Community 12, Tema, Ghana

Tel :- 233 303303906

Fax: 233 303303906 ( Same Line For Tel & Fax)

Mob : 233 202055222

9 Georgia Mr. Ashwin Sharma Kec International Ltd

House No. 39, Gazapkhuli Street, Zip Code 1077, Tbilisi, Georgia.

Tel :- 995 322359089

Fax:- 995 322395001

Mob.: + 995 91 233244

10 Kazak Mr. Ashwin Sharma/ Mr Harendra Yadav Kec International Limited

31, Baysheshek Street, 050040 Almaty, Republic Of Kazakhstan

Tel :- 7 727 271 75 97

Fax: +7 727 2633278

Mob: 77 01789 7743

11 Kenya Mr Pradeepkumar Nair Kec International Limited

P O Box 32072- 00600, B-9, Krishna Park, 3rd Parkland Avenue, Nairobi, Kenya

Ll -00254-20-3743561/3743505

Fax:- No Fax Line At Kenya Office

Mob: 00254 710774646

12 Kuwait Kec International Ltd.

C/O M/S Bahman General Trading & Contracting Co

Canada Dry Street, Shuwaikh Industrial Area, Kuwait

Tel: - 00965 24833842

Fax:- 00365 24833723

Mob:-00965 65637914

13 Lebanon Mr Sajukumar Pillai Kec International Ltd

Ground Floor, Shoraiki Building, Habib Frour Street, Sakit Al Janjir, Verdun, Ras

Beirut, Lebanon






Page 36 of 144

SR.


Tel :- 961 1 80 33 34

Fax:-961 1 79 71 76

Mob:-961 3 90 42 03

14 Libya Rajesh Kumar K.R Kec International Limited

P.O Box No 76171, Janzoor, Km 17 Zawya Road, Tripoli, Libya

Mob No: +218 9247 25077 / 91677 1214

Fax:-00218 21 4890529

15 Laos Mr N D Anand

Kec International Limited

House No.229, Meungvathong Village, Sikhottabong District, Vientiane City, Lao

P.D.R.

Mobile: +856-20-59936248

15 Nigeria Mr. Padhi/ Rajas Adhikari Kec International Ltd.,

31, Patric O. Bokkor Crescent, Opp. L.E.A. Nur & Primary School, Kpadna, Jabi,

Abuja, Nigeria

Tel :-00234 97803478

Fax:-No Fax Line

Mob: 00234 -7064162771/8067941534.

16 Oman Mr. Rahul Kadkade/ Mr Ojha Kec International Limited

Near Automatic Restaurants, 18th November Street , Azaiba, Al Ghubra North

Pc111, P.B. 1029, Muscat, Sultanate Of Oman

Telephone: 00968 -99881747/ 244 96712

17 Philippines Mr Babu Nair Kec International Ltd

C/O. Hansei Corporation

Unit 303-C, Victoria Towers, Panay Avenue Corner,Timog Avenue, Quezon City,

Metro Manila, Philippines – 1103

Contact Person: Mr. Babu Nair

Phone : +63 917 8118 637 , + 63 2 945 2887

18 Saudi

Arabia Mr Kishor Berde

Al Sharif Group & Kec Ltd Co. P.O. Box No. 51953, Unit No 102 & 104, First Floor, Al Wessal Tower, Near

Lexus Showroom, Madina Road, Jeddah, 21533. Kingdom Of Saudi Arabia

Tel: 0126609046, Fax: 0126609058

Mr. K. Sulaiman +966 547515500,

Mr. Kishor Berde +966 547515511

19 South Africa Kec International Limited Unit 005 Nn; 1

st Floor, Bradenham Hall, Melis Avenue, Po Box 4558, Rivonia

2128, South Africa

Tel :: +27 11 0184000

Fax :: +27 11 0184199

Mobile :: +27 11 736323245






Page 37 of 144

SR.


20 Tunisia Mr. Sajukumar Kec International Limited

Appt No. : A – 8, Complex Sindbad – II, Rue Medhat Bacha, (A Cote De I’hotel

Du Lac), Tunis 1001, Tunisia

Tele : 00216 71 354211

Fax : 00216 71 354161

Mob: 00216 98419645.

21 Ivory Coast Mr Ravi Bhagat Villa 346 Perles Ii Abidjan, Abidjan Du Plateau (Near Old Chiana Embassy)

Mob:+225 58902242

22 Indonesia Kec International Ltd.

Ji. Sei Raya Dalam, Komp Gading Victoria No. B24, Pontianak, West Kalimantan,

Indonesia

Tel: +62 5676714358

Zip Code - 78391

23 Tanzania Mr Pankaj Joshi/ Mr Manoj Baheti Office No 403, 4th Floor, It Plaza, Ohio Street, Dar-E-Salaam

Mob :-00255 - 714733745

24 Malysia MR SIVASAILAM SANKARAN KEC International Ltd.

No. 215, Lot 9894, Lorong Batu Lintang, No. 18, Taman Thian Guan, 93200

Kuching, Sarawak, Malaysia

TEL: +6082-238214

25 Uganda Mr Vasantha Kumar

Kec International Ltd.

House No. 1 Kagera, Regency Apartments And Suites, Lugogo Bypass, Kampala,

Uganda.

Mob+00256-757512207






Page 38 of 144

C. KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 (THREE) AUDITED

YEARS*

(Amount in Rs. Crore)

Parameters 31-03-2016 31-03-2015 31-03-2014

Net worth 1511.89 1,329.80 1,191.58

Total Debt 2,514.42 2,189.38 2,127.29

Of which

- Non Current Maturities of Long Term Borrowing 602.04 737.04 602.60

- Short Term Borrowing 1,722.60 1,308.09 1,206.87

- Current Maturities of Long Term Borrowing 189.78 144.25 317.82

Net Fixed Assets 859.76 881.08 992.21

Non-Current Assets 1,777.82 1,797.92 1,720.58

Cash and Cash Equivalents 111.26 206.32 144.01

Receivables under Financing Activity – Current Maturity -- -- --

Receivables under Financing Activity – Non Current Maturity -- -- --

Current Investments -- -- --

Current Assets 6,359.71 5,946.90 5,690.79

Current Liabilities 5,931.61 5,586.49 5,524.03

Net Sales 8,516.33 8,467.80 7,901.83

EBITDA 689.54 658.03 488.89

EBIT 601.99 569.92 418.37

Interest 277.43 308.86 263.27

PAT 191.50 160.98 66.75

Dividend Amounts (including dividend distribution tax) 30.89 27.23 18.05

Current Ratio 1.07 1.06 1.03

Interest Coverage Ratio 2.17 1.85 1.59

Gross Debt/Equity Ratio 1.66 1.65 1.79

Debt Service Coverage Ratio 1.48 1.45 0.84

*The above figures are based on the last audited financials of the Company as of 31 March 2016.






Page 39 of 144

Gross Debt Equity Ratio of the Issuer: *


Particulars Pre-Issue of Debentures as on

31-03-2016

Post Issue of

Debentures

DEBT

Total Long Term Debt 791.82 852.82

Total Short Term Debt 1,722.60 1,722.60

TOTAL DEBT 2,514.42 2,575.42

SHAREHOLDERS’ FUNDS

Share Capital 51.42 51.42

Reserve & Surplus (excluding Revaluation Reserve) 1,460.47 1,460.47

Net Worth 1,511.89 1,511.89

Gross Debt/ Equity Ratio 1.66 1.70

*The above figures are based on the last audited financials of the Company as of 31 March 2016.

D. Project Cost and Means of Financing, in case of funding of New Projects.

NIL.

III. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, GIVING DETAILS OF ITS ACTIVITIES

INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN

CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS, IF ANY.

A. Milestones achieved by the Issuer since incorporation:

Year Milestone

2005 Company incorporated with name “KEC Infrastructures Limited”

2005 Pursuant to scheme of arrangement, power transmission business of KEC International Limited was

transferred to the Company

2006 Name of the Company changed from KEC Infrastructures Limited to KEC International Limited

2008 Amalgamation of National Information Technologies Limited and RPG Transmission Limited with the

Company

2010 Amalgamation of RPG Cables Limited with the Company

2010 Acquisition of SAE Towers Holdings LLC

2016 Amalgamation of Jay Railway Projects Private Limited, a wholly owned subsidiary with the Company






Page 40 of 144

B. Capital Structure of the Issuer

1. Share Capital as on 30-09-2016 is set forth below:


Sr.

No. Particulars No. of Securities Amount

a. Authorized Share Capital

Equity Shares of Rs.2/-each 57,00,00,000 114.00

Redeemable Preference Shares of Rs.100/-each 15,00,000 15.00

Total 57,15,00,000 129.00

b. Issued 25,70,88,370 51.42

c. Subscribed & Paid-up Equity Share Capital 25,70,88,370 51.42

No. of Equity Shares of Rs.2/-each 25,70,88,370

2. Changes in capital structure of the Issuer for last five years & up to 30-09-2016.

NIL

3. Equity share capital history of the Issuer for last five years & up to 30-09-2016.

Date

of

Allot-

ment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Consideration

(Cash, other

than cash, etc.)

Nature of

Allotment

Cumulative Remarks

No. of

equity

shares

Equity

Share

Capital

(Amoun

t in Rs.

Lakh)

Equity

Share

Premiu

m

(Amoun

t in Rs.

Lakh)

2010 - - - Sub-division of

equity shares

from face value

of Rs. 10 each

to Rs. 2 each.

- 24,67,

23,030

4934.46 8,674.89 Equity

shares

sub-

divided

from Rs.

10 to Rs.

2

2010 1,03,65,

340

- - Allotted

pursuant to the

scheme of

amalgamation

of RPG Cables

with the

Company

- 2,57,0

88,370

5141.76 8,674.89 -






Page 41 of 144

4. Details of any acquisition or amalgamation in the last 1 year:

Jay Railway Projects Private Limited, a wholly owned subsidiary of the Issuer amalgamated with the Issuer with

effect from 30 December 2015.

5. Details of any reorganization or reconstruction in the last 1 year:

NIL

IV. DETAILS OF THE SHAREHOLDING OF THE ISSUER

A. Shareholding Pattern of the Issuer as on 30-09-2016:

Shareholder Total No. of

Shares

Total No. of

Shares held in

Dematerialized

Form

Total

Shareholding as a

% of Total No. of

Shares

(A) Shareholding of Promoter and Promoter

Group

(1) Indian

Individuals / Hindu Undivided Family 78,63,195 78,63,195 3.06

Others 12,28,98,859 12,28,98,859 47.80

Sub Total 13,07,62,054 13,07,62,054 50.86

(2) Foreign 0 0 0.00

Total shareholding of Promoter and Promoter

Group (A) 13,07,62,054 13,07,62,054 50.86

(B) Public Shareholding

(1) Institutions

Mutual Funds / UTI 5,86,47,741 5,85,91,586 2.81

Financial Institutions / Banks 7,68,817 7,55,997 0.30

Insurance Companies 63,77,299 63,77,299 2.48

Foreign Portfolio Investors 1,61,50,124 1,60,34,144 6.28

Others 6,980 5,480 0.00

Sub Total 8,38,53,996 8,17,64,506 31.88

(2) Non-Institutions

Bodies Corporate 1,05,54,838 93,21,633 4.11

Individuals






Page 42 of 144

Shareholder Total No. of

Shares

Total No. of

Shares held in

Dematerialized

Form

Total

Shareholding as a

% of Total No. of

Shares

Individual shareholders holding nominal share

capital up to Rs. 2 lakh 2,77,90,459 2,36,15,256 10.81

Individual shareholders holding nominal share

capital in excess of Rs. 2 lakh 24,02,046 24,02,046 0.93

Any Others

Clearing Members 6,86,173 6,86,173 0.27

Non Resident Indians 12,43,406 12,18,186 0.48

Foreign Company 5,420 0 0.00

HUF 10,58,364 10,58,364 0.41

Trusts 5,91,069 1,98,019 0.23

Foreign Nationals 43,575 43,575 0.02

Directors 5 5 0.00

Sub Total 4,43,75,355 3,85,43,252 17.26

Total Public shareholding (B) 12,63,26,316 12,03,07,758 49.14

Total (A)+(B) 25,70,88,370 25,10,69,812 100.00

(C) Shares held by Custodians and against which

Depository Receipts have been issued

(1) Promoter and Promoter Group 0 0 0.00

(2) Public 0 0 0.00

Sub Total 0 0 0.00

Total (A)+(B)+(C) 25,70,88,370 25,10,69,812 100.00

B. List of top 10 holders of Equity Shares of the Company as on 30-09-2016:

Sr.

No. Name of shareholders

Total no. of

equity shares

No. of shares in

demat form

Total

shareholding as

% of total no. of

equity shares

1 Swallow Associates LLP 6,95,46,616 6,95,46,616 27.05

2 Summit Securities Limited 2,76,02,945 2,76,02,945 10.74






Page 43 of 144

Sr.

No. Name of shareholders

Total no. of

equity shares

No. of shares in

demat form

Total

shareholding as

% of total no. of

equity shares

3 Instant Holdings Limited 1,78,55,651 1,78,55,651 6.95

4 SBI Magnum Taxgain Scheme 71,86,711 71,86,711 2.80

5 HDFC Trustee Company Limited - HDFC

Prudence Fund 71,45,000 71,45,000 2.78

6 Reliance Capital Trustee Co. Limited. A/C

Reliance Diversified Power Sector Fund 69,26,373 69,26,373 2.69

7 FIL Investments (Mauritius) Limited 66,30,715 66,30,715 2.58

8 Life Insurance Corporation of India 63,77,299 63,77,299 2.48

9 HDFC Trustee Company Limited - Tax

Saver Fund 49,79,959 49,79,959 1.94

10 Stel Holdings Limited 46,85,880 46,85,880 1.82

Total 15,82,00,448 15,82,00,448 61.54

V. DETAILS REGARDING THE MANAGEMENT OF THE ISSUER

A. Details of the current directors of the Issuer:

Sr.

No.

Name Age

(Rnd.

Off)

Address Occupation Date of

Appoint-

ment

Desig-

nation

Directorship

in other

Public

Companies

DIN No.

1 HARSH

VARDHAN

GOENKA

59

Years

14/15A, II-

PALAZZO

, B.G.

KHER

MARG,

MUMBAI

– 400 006

Business 12-01-

2006

Director 1) BAJAJ

ELECTRICAL

S LIMITED

00026726

2) CEAT

LIMITED

3) R P G

ENTERPRISE

S LIMITED

4) RPG LIFE

SCIENCES

LIMITED

5) SPENCER

INTERNATIO

NAL HOTELS

LIMITED






Page 44 of 144

Sr.

No.

Name Age

(Rnd.

Off)


Appoint-

ment

Desig-

nation

Directorship

in other

Public

Companies

DIN No.

6) ZENSAR

TECHNOLOG

IES LIMITED

2 VIMAL

KEJRIWAL

55

Years

41,

LANDMA

RK, 175,

CARTER

ROAD,

BANDRA

WEST,

MUMBAI

400050

MH IN

Service 01-01-

2015

Managi

ng

Director

& CEO

(KMP)

1) F G P

LIMITED

00026981

2) SPENCER

INTERNATIO

NAL HOTELS

LIMITED

3 RAMESH

CHANDAK

70

Years

1202,

SHRUSHT

I

TOWERS,

OLD

PRABHA

DEVI

ROAD,

PRABHA

DEVI,

MUMBAI

400025

MH IN

Consultant 26-12-

2005

Director 1) SUMMIT

SECURITIES

LIMITED

00026581

2) PARAG

MILK FOODS

LIMITED

3) GLOBAL

PROCUREME

NT

CONSULTAN

TS LIMITED

4 AJIT

TEKCHAN

D

VASWANI

79

Years

502,

SOLITAIR

E,

HIRANAN

DANI

GARDENS

, POWAI,

MUMBAI-

400 076

Consultant 12-01-

2006

Director 1) ZENSAR

TECHNOLOG

IES LIMITED

00057953

2) EMBIO

LIMITED

5 DILIP

GOPIKISA

N

PIRAMAL

67

Years

PIRAMAL

HOUSE

61,

POCHKH

ANWALA

ROAD,

WORLI

MUMBAI

400030

MH IN

Business 12-01-

2006

Director 1) ALKYL

AMINES

CHEMICALS

LIMITED

00032012

2) DGP

CAPITAL

MANAGEME

NT LIMITED

3) DGP

SECURITIES






Page 45 of 144

Sr.

No.

Name Age

(Rnd.

Off)


Appoint-

ment

Desig-

nation

Directorship

in other

Public

Companies

DIN No.

LIMITED

4) IMC

CHAMBER

OF

COMMERCE

AND

INDUSTRY

5) KIDDY

PLAST

LIMITED

6) V I P

INDUSTRIES

LIMITED

6 GULU

LALCHAN

D

MIRCHAN

DANI

73

Years

D-131,

TAHNEE

HEIGHTS,

PETIT

HALL,

NAPEANS

EA ROAD,

MUMBAI

400006

MH IN

Business 12-01-

2006

Director 1) GULITA

SECURITIES

LIMITED

00026664

2) MIRC

ELECTRONIC

S LIMITED

3) V I P

INDUSTRIES

LIMITED

7 NIRUPAM

A RAO

66

Years

APARTM

ENT D

SPRINGL

EAF

APARTM

ENTS NO.

6

BRUNTO

N CROSS

ROAD

BANGAL

ORE

560025 KA

IN

Ex-Civil

Servant

31-10-

2014

Director 1) ITC

LIMITED

06954879

2)

COROMAND

EL

INTERNATIO

NAL

LIMITED

3)

NETWORK18

MEDIA &

INVESTMEN

TS LIMITED

4) TV18

BROADCAST

LIMITED

8 SHARAD

MADHAV

78 161/A,

TWIN

Business 12-01- Director 1) NAVIN

FLUORINE

00003640






Page 46 of 144

Sr.

No.

Name Age

(Rnd.

Off)


Appoint-

ment

Desig-

nation

Directorship

in other

Public

Companies

DIN No.

KULKARN

I

Years TOWERS

V.S.ROAD

,

PRABHA

DEVI

MUMBAI

400025

MH IN

2006 INTERNATIO

NAL

LIMITED

2) BAYER

CROPSCIENC

E LIMITED

3)

HINDUSTAN

CONSTRUCT

ION

COMPANY

LIMITED

4) CAMLIN

FINE

SCIENCES

LIMITED

9 SUDHIR

MOHAN

TREHAN

70

Years

501-502,

LOUTUS-

LAL

KAMAL

BUILDIN

G NUTAN

LAXMI

CHS, 9TH

NORTH

SOUTH

ROAD

JVPD

SCHEME

VILLE

PARLE

WEST

MUMBAI

400056

MH IN

Consultant 30-10-

2012

Director NIL 00060106

10 SHOBHASI

NGH

RAJARAM

SINGH

THAKUR

87

Years

1161,

ABDUL

COURT,

FLAT NO.

20, 7TH

FLOOR,

SURYAV

ANSHI

MARG,

OFF.

CADEL

ROAD,

Consultant 12-01-

2006

Director 1) URBAN

INFRASTRUC

TURE

VENTURE

CAPITAL

LIMITED

00001466

2) HDFC

SECURITIES

LIMITED

3) SHRENUJ






Page 47 of 144

Sr.

No.

Name Age

(Rnd.

Off)


Appoint-

ment

Desig-

nation

Directorship

in other

Public

Companies

DIN No.

DADAR

MUMBAI

400028

MH IN

AND

COMPANY

LIMITED

4)

RESPONSIVE

INDUSTRIES

LIMITED

5) KAMAT

HOTELS

(INDIA)

LIMITED

11 VINAYAK

CHATTERJ

EE

57

Years

E-2278

PALAM

VIHAR

GURGOA

N 122017

HR IN

Business 30-04-

2014

Director 1) SRF

LIMITED

00008933

2)

INDRAPRAS

THA

MEDICAL

CORPORATI

ON LIMITED

3) APOLLO

HOSPITALS

ENTERPRISE

LIMITED

4) LAFARGE

INDIA

LIMITED

5)

FEEDBACK

ENERGY

DISTRIBUTI

ON

COMPANY

LIMITED

Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. – NIL






Page 48 of 144

B. Details of change in Directors of the Issuer since last three years:

Sr.

No.

Name Designation DIN Date of

Appointment

/ Resignation

Director of the

Company since

(in case of

resignation)

Reason

1 Mr. Vinayak

Chatterjee

Director 00008933 30 April 2014 N.A. Appointed as

Additional Director

2 Mr. M. K.

Sharma

Director 00327684 Date of

Resignation:

31 March

2014

6 May 2011 Resigned

3 Mr. J. M.

Kothary


Cessation: 21

August 2013

12 January 2006 Mr. J. M. Kothary,

liable to retire by

rotation at the Eighth

AGM held on 21

August 2013, did not

seek re-election and

hence, ceased to be a

Director of the

Company w.e.f. 21

August 2013

4 Mr. P. A.

Makwana


Cessation: 21

August 2013

31 January 2008 Mr. P. A. Makwana,

liable to retire by

rotation at the Eighth

AGM held on 21

August 2013, did not

seek re-election and

hence, ceased to be a

Director of the

Company w.e.f 21

August 2013.

5 Mr. Vimal

Kejriwal

Managing

Director &

CEO

00026981 1 January

2015

N.A. Appointed as

Additional Directors

& WTD

6 Ms. Nirupama

Rao

Director 06954879 28 October

2015

N.A. Appointed as

Additional Director

C. Details of the current Key Managerial Personnel of the Issuer:

Sr.

No.

Name Age

(Rnd.

Off)


Appointment

Designation Directorship in

other Public

Companies

1 Mr. Vimal

Kejriwal

56 41,

Landmark,

Carter Road,

Bandra (W)

Mumbai

400050

Service 01-01-2015 Managing

Director &

CEO

1) FGP LIMITED

2) SPENCERS

INTERNATIONAL






Page 49 of 144

Sr.

No.

Name Age

(Rnd.

Off)


Appointment

Designation Directorship in

other Public

Companies

HOTELS LIMITED

2 Mr. Rajeev

Aggarwal

51 G2704,

Oberoi

Splendor

Grande,

JVLR Road,

Andheri

(East),

Mumbai -

400060

Service 01-09-2014 Chief

Financial

Officer

NIL

3 Mr. Ch. V.

Jagannadha

Rao

54 B-302,

Seawoods

Estate, Palm

Beach Road,

Neerul,

Mumbai -

400706

Service 30-09-2003 Vice

President –

Legal &

Company

Secretary

ORGANISED

INVESTMENTS

LIMITED

D. Details of change in Key Managerial Personnel of the Issuer since last three years:

Sr.

No.

Name Designation Date of

Appointment

/ Resignation

KMP of the

Company since (in

case of

resignation)

Reason

1 Mr. Vardhan Dharkar Chief

Financial

Officer

Resigned

w.e.f. 30-06-

014

01-06-2007 Resigned

2 Mr. Rajeev Aggarwal Chief

Financial

Officer

Appointed

w.e.f 01-09-

2014

N.A. Appointed as CFO

3 Mr. Vimal Kejriwal Managing

Director &

CEO

Appointed

w.e.f. 01-01-

2015

N.A. Appointed as Whole-

time Director w.e.f.

01-01-2015 and

Managing Director &

CEO w.e.f 01-04-

2015

4 Mr. Ramesh D. Chandak Managing

Director

Resigned

w.e.f. 01-04-

2015

02-01-2006 Ceased to be

Managing Director






Page 50 of 144

VI. DETAILS REGARDING THE AUDITORS OF THE ISSUER:

A. Current Statutory Auditors of the Issuer (FY 2016-17)

Name Address Auditor Since

M/s Deloitte Haskins

& Sells

Tower 3, 31st Floor, Indiabulls Finance Centre,

Elphinstone Mill Compound, Senapati Bapat Marg,

Elphinstone (W), Mumbai – 400013

Tel: +91-22-6185 5546

Fax: +91-22-6185 4101

15 June 2006

B. Change in Statutory Auditors of the Issuer since last three years, i.e. FY 2013-14, FY 2014-15, FY 2015-16

and half year upto 30-09-2016.

NIL

VII. DETAILS OF OTHER BORROWINGS INCLUDING ANY OTHER ISSUE OF DEBT SECURITIES IN

THE PAST AS ON 30-03-2016 (Amount in crores)

A. Details of Secured Loan Facilities as on 30-09-2016 (Long Term):

Sr.

No.

Lender's

Name

Type of

Facility

Amount

Sanctione

d (Rs.

Cr.)

Principal

Amount

Outstandin

g (Rs. Cr.)

Interest Rate Repayment

Date/

Schedule

Security

1 EXIM bank Term

Loan

120 35.52 10.65% FY 16-17 :

Rs. 10.43

FY 17-18 :

Rs. 20.87

FY 18-19:

Rs. 4.22

Cable Factory,

Vadodara

2 Kotak bank Term

Loan

75 42.65 10.60% FY 16-17 :

Rs. 9.37

FY 17-18 :

Rs. 20.63

FY 18-19 :

Rs. 12.65

Immoveable

properties situated

at Plot No. B-190

admeasuring

120000 sq. mtrs.

in Butibori

Industrial Area

3 Bank of

India

Term

Loan

50 36.25 11.20% FY 16-17 :

Rs. 12.50

FY 17-18 :

Rs. 15.00

First Charge on

Jaipur Factory






Page 51 of 144

Sr.

No.

Lender's

Name

Type of

Facility

Amount

Sanctione

d (Rs.

Cr.)

Principal

Amount

Outstandin

g (Rs. Cr.)


Date/

Schedule

Security

FY 18-19 :

Rs. 15.00

4 ICICI Bank

EXIM Bank

Union Bank

UK

Union Bank

Antwerp

Acquisit-

ion Loan

490 438 5.12% FY 16-17 :

Rs. 24.00

FY 17-18 :

Rs. 53.00

FY 18-19 :

Rs. 60.78

FY 19-20 :

Rs. 70.40

FY 20-21 :

Rs. 86.35

FY 21-22 :

Rs. 95.89

FY 23-24 :

Rs. 47.58

Exclusive charge

on fixed deposits

with a bank of two

subsidiaries in

USA and

exclusive charge

on assets and

investments in

subsidiary

companies in USA

Brazil and Mexico

5 Value

Arrendador

a

Long-

Term

Lease

- 0.01 Fija : 15.25

%

Within 16-

17 Equipment /

Vehicle of

Subsidiary at

Mexico/Brazil

Equipment /

Vehicle of

Subsidiary at

Mexico / Brazil

6 Value

Arrendador

a

Long-

Term

Lease

0.13 0.04 Fija : 15.25

%

Monthly

equal

instalments.

Last date of

instalment is

15-03-2018

7 BBVA

Bancomer,

SA

Long-

Term

Lease

27.98 17.51 5.0% Monthly

equal

instalments.

Last date of

instalment is

20-08-2019

8 Banco

Santander

Long-

Term

Lease

3.33 1.79 Libor + 280

bps

Monthly

equal

instalments.

Last date of

instalment is

31-03-2018

9 Banco

Santander

Long-

Term

2.00 1.51 Libor + 280

bps

Monthly

equal

instalments.






Page 52 of 144

Sr.

No.

Lender's

Name

Type of

Facility

Amount

Sanctione

d (Rs.

Cr.)

Principal

Amount

Outstandin

g (Rs. Cr.)


Date/

Schedule

Security

Lease Last date of

instalment is

31-03-2018

10 BDMG -

Finame

Demag

Term

Loan

0.67 0.27 5.50% pa Monthly

equal

instalments.

Last date of

instalment is

15-05-2021

11 BDMG -

Galpão

Term

Loan

- 0.48 10.4 % pa Within 16-

17

12 BDMG -

Galpão CG

Term

Loan

- 0.07 13.0% pa Within 16-

17

13 HSBC -

Finame

Compressor

Term

Loan

- 0.05 3,50% pa Within 16-

17

14 HSBC -

Finame

Trator

Term

Loan

- 0.03 3,50% pa Within 16-

17

15 HSBC -

Finame

Prensa

Term

Loan

- 0.07 6% pa fixed Within 16-

17

16 SANT -

Finame

Prensa

Term

Loan

0.13 0.12 11% pa fixed Monthly

equal

instalments.

Last date of

instalment is

15-10-2017

17 Daycoval

S.A

Term

Loan

0.35 0.55 0% Monthly

equal

instalments.

Last date of

instalment is

05-08-2019

18 HSBC

Bank Brasil

S/A

Term

Loan

0.05 0.17 0% Monthly

equal

instalments.

Last date of

instalment is

20-08-2018

19 Citibank Term 0.07 0.07 0% Within 16-






Page 53 of 144

Sr.

No.

Lender's

Name

Type of

Facility

Amount

Sanctione

d (Rs.

Cr.)

Principal

Amount

Outstandin

g (Rs. Cr.)


Date/

Schedule

Security

S.A

Loan 17

20 Oric, Saudi

Arabia

Lease 17.19 2.15 10.63% to

14.84%

FY 16-17 :

Rs. 0.72

FY 17-18 :

Rs. 1.43

Equipment /

Vehicle of Joint

venture at Saudi

Arabia

TOTAL 786.9 582.26

B. Details of Unsecured Loan Facilities as on 30-09-2016: (Long Term and Short Term):

Sr.

No.

Lender's Name Type of

Facility

Amount Sanctioned (in Rs. Crore) Principal

Amount

Outstanding

(in Rs. Cr.)

Repayment

Date

Schedule

1 Banco Santander

S/A. KG 1,7

Term

Loan

- 1.52 Within 16-17

2 Banco Santander

S/A. KG 5,7

Term

Loan

3.08 9.08 Monthly equal

instalments.

Last date of

instalment is

22-02-2018

3 Banco Bradesco

S/A. KG 6,3

Term

Loan


instalments.

Last date of

instalment is

01-02-2018

4 Banco Itaú S/A.

KG

Term

Loan


instalments.

Last date of

instalment is

01-02-2018

5 HSBC Bank Brasil

S/A (1) - 4131

Term

Loan

3.34 3.34 Within 16-17

6 Banco Bradesco

S.A (1)- 4131

Term

Loan

6.69 6.69 Within 16-17

7 Banco Bradesco

S.A (2)- 4131

Term

Loan

3.37 3.37 Within 16-17






Page 54 of 144

Sr.

No.


Facility

Amount Sanctioned (in Rs. Crore) Principal

Amount

Outstanding

(in Rs. Cr.)

Repayment

Date

Schedule

Total – Long term

(A)

70.01

1 HSBC Brasil Working

Capital

1.74 1.74 Renewed

Annually

2 Banco Itau Working

Capital

2.10 2.10 Renewed

Annually

3 Citibank Working

Capital

5.15 5.15 Renewed

Annually

4 Banco Semear Working

Capital

2.57 2.57 Renewed

Annually

5 Banco Safra Working

Capital

1.66 1.66 Renewed

Annually

6 Banco

Intermedium

Working

Capital

0.87 0.87 Renewed

Annually

7 Santander

Working

Capital

0.37 0.37 Renewed

Annually

Total – Short

Term (B)

14.46

TOTAL (A+B) 84.47

C. Details of Debentures as on 30-09-2016: (Long Term):

Debenture

Series

Tenor /

Period of

maturity

Coupon Amount

Raised

(in Rs.

Crore)

Date of

Allotment

Redemptio

n on Date

Credit

Rating

Secured /

Unsecured

Security

Series I 2Y 9M

25D

11.65% 40.00 20-08-2014 14-06-2017 CARE

A+

Secured Exclusive and

first charge by

way of mortgage

and

hypothecation

over the fixed

assets of Mysore

property situated

at plot no. 270

and 280 in

Hebbal industrial

area situated in

survey 349, 350,

Series II 3Y 9M

26D

11.65% 35.00 20-08-2014 15-06-2018 CARE

A+

Secured






Page 55 of 144

Debenture

Series

Tenor /

Period of

maturity

Coupon Amount

Raised

(in Rs.

Crore)

Date of

Allotment

Redemptio

n on Date

Credit

Rating

Secured /

Unsecured

Security

356 and 357 of

Hebbal and

survey no. 105 of

Hootagalli

Villages, Kasba

Hobli, Mysore

Taluka, District

Mysore in the

state of

Karnataka

containing by

admeasurements

1,11,585 sq. mts.

or thereabouts

aggregating to 1

time of the issue

size to be

maintained

throughout.

Total 75.00

D. Details of Loan Facilities as on 30-09-2016 (Short Term):


Facility

Amount

O/s (in Rs.

Cr.)

Interest Rate Security

Abu Dhabi Commercial Bank Cash Credit 0.26 10.70% First charge by

hypothecation of all the

present and future current

assets. First charge on flat

situated at Juhu, Mumbai

and second charge created

on fixed assets at Jaipur

and Nagpur factories.

State bank of India Cash Credit 0.26 11.10%

Central bank of India Cash Credit 0.03 11.20%

ICICI Bank Cash Credit -6.50 11.35%

Bank of Baroda Cash Credit 0.03 11.60%

Dena bank Cash Credit 0.01 11.65%

Punjab National bank Cash Credit 0.12 11.70%

Bank of India Cash Credit 47.15 11.70%

Syndicate Bank Cash Credit 0.01 11.70%

IDBI Bank Ltd Cash Credit 0.03 11.75%

Axis Bank Cash Credit -2.20 12.00%






Page 56 of 144

State Bank of Bikaner & Jaipur Cash Credit 0.04 12.45%

Corporation bank Cash Credit 0.03 12.50%

State Bank of Hyderabad Cash Credit 0.02 13.00%

Yes Bank Ltd Cash Credit 0.00 13.50%

Allahabad Bank Cash Credit 47.64 13.70%

Standard Chartered Bank Cash Credit 4.55 13.00%

EXIM Bank Cash flow

deficit

financing

140 3.26%

State bank of India PCFC 13 1.91%



Abu Dhabi Commercial bank PCFC 13 2.02%





Axis Bank PCFC 17 1.80%

ICBC Bank PCFC 59 1.91%

Barclays Bank PSFC 38 1.60%

Barclays Bank PSFC 60 1.99%

HDFC Bank PO Funding 20 9.65%

Kotak Mahindra Bank PO Funding 72 9.75%

Kotak Mahindra Bank Receivable

Financing

41 9.85% Secured against book debts

of the company

Deutsche Bank Receivable

Financing

58 10.75%

Deutsche Bank Receivable

Financing

187 3.40%

Bank Muscat, Saudi Arabia PPC 29.40 LIBOR + 300 Secured against project






Page 57 of 144

Discounting bps receivables

ADCB, Saudi Arabia PPC

Discounting

50.66 LIBOR + 250

bps

Secured against project

receivables

Bank of India Buyers Credit 53.31 2.5% First charge by

hypothecation of all the

present and future current

assets. First charge on flat

situated at Juhu, Mumbai

and second charge created

on fixed assets at Jaipur

and Nagpur factories.

Central Bank of India Buyers Credit 66.38 2.5%

ICICI Bank Buyers Credit 152.78 2.5%

PNB Buyers Credit 3.26 2.5%

SBBJ Buyers Credit 45.53 2.5%

SBH Buyers Credit 0.08 2.5%

Syndicate Bank Buyers Credit 100.15 2.5%

ABC Buyers Credit 20.00 2.5%

Emirates Bank Overseas

Borrowing

39 3.28% Secured against overseas

book debts of the company

UNB Overseas

Borrowing

66 2.13%

Bank Muscat, Saudi Arabia Overseas

Borrowing

47.43 SIBOR + 225

bps

EXIM Bank Working

Capital Loan

31.31 LIBOR + 350

bps

Charge over moveable

assets of the subsidiary at

USA

Bancomext Working

Capital Loan

4.19 20% Secured by fixed assets of

the subsidiaries at Mexico,

Brazil

ADCB, Saudi Arabia Term Loan 23.43 EIBOR + 250

bps

Secured by project

receivables

Bank Muscat, Saudi Arabia Term Loan 15.15 SIBOR + 300

bps

Secured by project

receivables

TOTAL

1,703.44

E. List of top 10 (ten) Debenture Holders of the Issuer as on 30-09-2016:

Sr. no. Name of Debenture Holders Rs. in crore

1 HDFC 75.00






Page 58 of 144

F. Amount of corporate guarantees provided by the Issuer along with name of the counterparty (like name of

the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued (if applicable)

Sr.

No.

Date of issuance

of Corporate

guarantee

Issued in favour

of

Issued on behalf of Purpose of

Corporate

Guarantee

Amount

1 21-03-2014 Banque Saudi

Fransi

Al Sharif Group and

KEC Limited

Company

To secure credit

facilities

SR 180,820,342

2 17-09-2014 ICICI Bank UK,

Plc.

KEC Transmission

LLC, USA and KEC

US LLC, USA

To secure loan taken

for repayment of

acquisition loan

USD 80,300,000

3 24-03-2015 Deutsche Bank

AG, Singapore

Al Sharif Group and

KEC Limited

Company

Retention financing USD 10,000,000

4 08-07-2015 EXIM Bank SAE Towers Limited To secure credit

facilities

USD 5,000,000


AG, Singapore

Al Sharif Group and

KEC Limited

Company


6 20-11-2015 EXIM Bank SAE Towers Limited To secure credit

facilities

USD 7,700,000


AG, Singapore

Al Sharif Group and

KEC Limited

Company


8 29-02-2016 Bank of Muscat,

Saudi Arabia

Al Sharif Group and

KEC Limited

Company

To secure credit

facilities

SR 245,430,000

9 09-03-2016 ICICI Bank

Limited

KEC Bikaner Sikar

Transmission Pvt.

Limited.

To secure credit

facilities

INR

1,710,000,000

10 10-03-2016 Steelforce NV,

Belgium

SAE Mexico Against supply of

raw material

USD 3,000,000

11 16-06-2016 Abu Dhabi

Commercial

Bank

Al Sharif Group and

KEC Limited

Company

To secure credit

facilities

AED

258,500,000


AG

Al Sharif Group and

KEC Limited

Company

To secure credit

facilities

USD 10,000,000

G. Details of Commercial Paper as on 30-09-2016:

Date of Issue Investor Maturity Value (in Crs.) Interest Rate Date of Maturity

12-08-16 HDFC 100 7.02% 11-11-2016

19-08-16 HDFC 150 7.22% 17-11-2016






Page 59 of 144

29-08-16 Religare Invesco 50 7.25% 01-11-2016



02-09-16 Shamrao Vithal Co-

op Bank Ltd

25 7.25% 01-11-2016

01-09-16 HDFC 100 6.95% 18-10-2016

01-09-16 HDFC 150 6.95% 18-10-2016

TOTAL 540

H. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures/Preference Shares) as on 30-09-2016:

NIL

I. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5

years.

NIL

J. Details of any outstanding borrowings taken/debt securities issued where taken/issued (i) for consideration

other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option.

NIL

VIII. DETAILS OF PROMOTERS OF THE ISSUER

Details of Promoter and Promoter Group Holding in the Issuer as on 30-09-2016:

S. No. Name of shareholders Total no. of

equity shares

No. of equity

shares in

demat form

Total

shareholding

as % of total

no. of equity

shares

No. of

Shares

Pledged

% of shares

pledged with

respect to

shares owned

1 Swallow Associates LLP 6,95,46,616 6,95,46,616 27.05 NIL NIL

2 Summit Securities Limited 2,76,02,945 2,76,02,945 10.74 NIL NIL

3 Instant Holdings Limited 1,78,55,651 1,78,55,651 6.95 NIL NIL

4 Harshvardhan Goenka 48,48,425 48,48,425 1.89 NIL NIL

5 Stel Holdings Limited 46,85,880 46,85,880 1.82 NIL NIL

6 Carnival Investments Limited 29,70,981 29,70,981 1.16 NIL NIL






Page 60 of 144

S. No. Name of shareholders Total no. of

equity shares

No. of equity

shares in

demat form

Total

shareholding

as % of total

no. of equity

shares

No. of

Shares

Pledged

% of shares

pledged with

respect to

shares owned

7 Stellar Energy Trust (Held by

Harshvardhan Goenka as trustee

of Stellar Energy Trust)

28,05,216 28,05,216 1.09 NIL NIL

8 Chattarpati Investments Limited 2,11,785 2,11,785 0.08 NIL NIL

9 Harsh Anant Goenka HUF (Held

by Harshvardhan Goenka as

Karta of Harsh Anant Goenka

HUF)

1,69,500 1,69,500 0.07 NIL NIL

10 Anant Goenka 40,000 40,000 0.02 NIL NIL

11 Atlantic Holdings Limited 25,000 25,000 0.01 NIL NIL

12 Mala Goenka 50 50 0.00 NIL NIL

13 Secura India Trust (Held By

Harsh Vardhan Goenka as

Trustee of Secura India Trust)

1 1 0.00 NIL NIL

14 Monitor Portfolio Trust (Held by


Trustee of Monitor Portfolio

Trust)

1 1 0.00 NIL NIL

15 Nucleus Life Trust (Held by


Trustee of Nucleus Life Trust)

1 1 0.00 NIL NIL

16 Crystal India Tech Trust (Held by


Trustee of Crystal India Tech

Trust)

1 1 0.00 NIL NIL

17 Sudarshan Electronics and TV

Limited

1 1 0.00 NIL NIL

Total 13,07,62,054 13,07,62,054 50.86 NIL NIL

IX. Abridged version of audited consolidated (wherever available) and standalone financial information (like

Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor

qualifications, if any.

Please refer to Annexure 10 for the abridged version of the Issuer’s audited consolidated and standalone financial

information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for the last three years, i.e. FY

2013-14, FY 2014-15, FY 2015-16.






Page 61 of 144

Auditor qualification: NIL

X. Abridged version of latest audited/limited review half yearly consolidated (wherever available) and

standalone financial information (like Profit & Loss statement, and Balance Sheet) and auditors’

qualifications, if any.

Copies of the Audited Financial Statements of the Issuer for Financial Year ended March 31, 2016 have been

attached herewith as Annexure 11.

Auditor qualification: NIL

XI. Any material event/ development or change having implications on the financials/credit quality (e.g. any

material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities,

corporate restructuring event etc.) at the time of issue which may affect the issue or the investor's decision to

invest / continue to invest in the debt securities.

NIL

XII. Trustee for the Debenture Holder(s).

The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for the Debenture

Holder(s). A copy of letter from IDBI Trusteeship Services Limited conveying their consent to act as Debenture

Trustee for the Debenture Holder(s) is enclosed in this Disclosure Document. The address and contact details of the

Debenture Trustee are as under:


Asian Building, Ground Floor


Mumbai 400 001

Contact person: Sameer Trikha

Tel: +91 22 4080 7000

Fax: +91 22 6631 1776

E-mail: [email protected]

XIII. Detailed rating rationale adopted by the rating agency.

ICRA has assigned a rating of “A+” (pronounced as single A plus) to these Debentures. Please refer to Annexure 5

for the rating letter issued by ICRA containing the detailed rating rationale.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The

rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be

evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the

future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information

etc.

XIV. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar

intent.

NIL.

XV. Copy of consent letter from the Debenture Trustee.

Please refer to Annexure 6 for the copy of the consent letter from the Debenture Trustee.

XVI. Names of all the recognised stock exchanges where the debt securities are proposed to be listed.

The Debentures are proposed to be listed on the WDM segment of the BSE, being the designated stock exchange,

from whom the Issuer has obtained an in-principle approval for listing of the said Debentures.






Page 62 of 144

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai - 400001

XVII. Other Details:

A. DRR creation - relevant regulations and applicability

As per Section 71 of the 2013 Act, any company that intends to issue debentures must create a debenture

redemption reserve to which adequate amounts shall be credited out of the profits of the company until the

redemption of the debentures.

B. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc.).

The Debentures being offered pursuant to this Disclosure Document are subject to the provisions of the

Old Companies Act, the New Companies Act, the SEBI Debt Regulations, the Memorandum and Articles

of Association of the Issuer, the terms of this Disclosure Document, Application Form, and other terms

and conditions as may be incorporated in the Debenture Trust Deed.

C. Application process

Please see the section entitled ‘Issue Procedure’ on Page 71 of the Disclosure Document.

D. No-objection Certificate

The Company has obtained the necessary consents from its existing lenders for borrowing by way of the

issue of Debentures, attached as Annexure 8.






Page 63 of 144

SECTION A2 – ISSUE DETAILS

I. SUMMARY TERM SHEET:

Please see the section entitled ‘Summary Term Sheet’ on Page 17 of the Disclosure Document.

SECTION A3 – DISCLOSURES PERTAINING TO WILFUL DEFAULT

I. Name of the bank declaring the entity as a wilful defaulter - NIL

II. The year in which the entity is declared as a wilful defaulter - NIL

III. Outstanding amount when the entity is declared as a wilful defaulter - NIL

IV. Name of the entity declared as a wilful defaulter - NIL

V. Steps taken, if any, for the removal from the list of wilful defaulters - NIL

VI. Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions - NIL

VII. Any other disclosure as specified by the Board - NIL






Page 64 of 144

SECTION B1 – GENERAL INFORMATION

I. Name, address, website and other contact details of the Issuer indicating both registered office and corporate

office.

Please see the paragraph I (‘Names and Addresses’) of Section A1 of the Disclosure Document.

II. Date of incorporation of the Issuer.

18 March 2005.

III. Business carried on by the Issuer and its subsidiaries with the details of branches or units, if any.

Please see the paragraph II (‘Brief Summary of The Business/Activities of The Issuer and its Line of Business’)

of Section A1 of this Disclosure Document.

IV. Brief particulars of the management of the Issuer.

Please see the paragraph V (‘Details regarding the Management of the Issuer’) of Section A1 of the Disclosure

Document.

V. Names, addresses, DIN and occupations of the directors.

Please see the paragraph V (‘Details regarding the Management of the Issuer’) of Section A1 of the Disclosure

Document.

VI. Management’s perception of risk factors.

Please see the section entitled ‘Risk Factors’ of this Disclosure Document.

VII. Details of default, if any, including therein the amount involved, duration of default and present status, in

repayment of.

Sr. No. Type Amount

Involved Duration of Default Present Status Details

1 Statutory Dues NIL NIL NIL NIL

2 Debentures and Interest

thereon NIL NIL NIL NIL

3 Deposits and interest

thereon NIL NIL NIL NIL

4

Loan from any bank or

any financial institution

and interest thereon

NIL NIL NIL NIL

VIII. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if

any, for the private placement offer process.

Please see the paragraph I (‘Names and Addresses’) of Section A1 of the Disclosure Document.






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SECTION B2 – PARTICULARS OF THE OFFER

I. Date of passing of board resolution.

This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at

its meeting held on 28 October 2015 which has approved the placement of Debentures upto Rs. 500,00,00,00

(Rupees Five Hundred Crore Only) and the resolution passed by the Committee of Directors of the Issuer dated 27

October 2016 approving and authorising the Issue of Debentures of upto Rs 250,00,00,000 (Rupees Two Hundred

Fifty Crore Only) (collectively, the “Board Resolutions”). The Board Resolutions have been attached to this

Disclosure Document as Annexure 2 and Annexure 3, respectively.

II. Date of passing of resolution in the general meeting, authorizing the offer of securities.

The shareholders of the Company have vide a resolution dated 29 July 2016 approved the issuance of Debentures

within the overall borrowing limits of the company as approved by the members from time to time. A certified true

copy of the shareholders resolution has been attached as Annexure 4 to this Disclosure Document.

The present issue of Rs. 250,00,00,000 is within the general borrowing limits in terms of the resolution passed

under Section 180(1)(c) of the New Companies Act, at the general meeting of the shareholders of the Company

held on 29 July 2016 giving their consent to the borrowing by the Directors of the Company from time to time not

exceeding Rs. 20,000,00,00,000/- (Rupees Twenty Thousand Crore Only) over and above the aggregate of the

paid–up share capital of the company and its free reserves.

III. Kinds of securities offered (i.e. whether share or debenture) and class of security.

Debentures which are non-convertible redeemable and secured.

IV. Price at which the security is being offered including the premium, if any, along with justification of the

price.

Each secured, redeemable, non-convertible Debenture is being offered at a face value of Rs.10,00,000 (Rupees Ten

Lakhs) payable at par.

V. Name and address of the valuer who performed valuation of the security offered.

Vadodara Plant

S.N. Samdani & Associates

414, 4th

Floor Goyal Trade Centre

Sona Talkies Building

Shantivan, Near National Park

Borivali East Mumbai

Mysore Plant

S.N. Samdani & Associates

414, 4th

Floor Goyal Trade Centre

Sona Talkies Building

Shantivan, Near National Park

Borivali East Mumbai

VI. Amount which the company intends to raise by way of securities.

Rs. 250,00,00,000 (Rupees Two Hundred Fifty Crore only).






Page 66 of 144

VII. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment

and repayment.

Please see the section entitled ‘Summary Term Sheet’ on Page 17 of the Disclosure Document.

VIII. Proposed time schedule for which the offer letter is valid.

This Disclosure Document is valid till 28 October 2016.

IX. Purposes and objects of the offer.

The offer is for general corporate purpose including long term working capital/refinancing. The funds will not be

used for the purchase of land and/or investment in capital markets or any other activities not permitted by the RBI.

The Issuer undertakes that the proceeds of this Issue shall not be used for any purpose, which may be in

contravention of any Applicable Law; and pending full utilization of Issue proceeds, to invest the temporary surplus

of the Issue proceeds in money market instruments, mutual funds and deposits with banks.

X. Contribution being made by the promoters or directors either as part of the offer or separately in

furtherance of such objects.

NIL

XI. Principle terms of assets charged as security, if applicable.

(i) A first charge, by way of hypothecation, over the movable assets of the Issuer in relation to the plant located in

Vadodara and Mysore; and

(ii) A first ranking charge created by way of equitable/registered mortgage over the immovable properties of the

Issuer situated at its plant at Vadodara and Mysore.






Page 67 of 144

SECTION B3 – DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC.

I. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer

and the effect of such interest in so far as it is different from the interests of other persons.

NIL.

II. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government

or a statutory authority against any promoter of the Issuer during the last three years immediately preceding

the year of the circulation of the Disclosure Document and any direction issued by such Ministry or

Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.

NIL.

III. Detail of Remuneration of Directors and Key Managerial Personnel for last 3 years, i.e. FY 2013-14, FY

2014-15, FY 2015-16 and for the half year ending 30-09-2016 (in Rs. Lakh).

Name of Director Upto 30-09-2016 2013-14 2014-15 2015-16

Mr. Harsh Vardhan Goenka -- 184.55 54.86 219.87

Mr. Vimal Kejriwal 220.81 -- 55.13 348.36

Mr. A. T. Vaswani -- 4.00 4.00 5.00

Mr. D. G. Piramal -- 4.00 4.00 5.00

Mr. G. L. Mirchandani -- 4.00 4.00 5.00

Ms. Nirupama Rao -- -- 2.00 5.00

Mr. R. D. Chandak -- 288.78 340.50 85.44

Mr. S. M. Kulkarni -- 4.00 4.00 5.00

Mr. S. M. Trehan -- 4.00 4.00 5.00

Mr. S. S. Thakur -- 4.00 4.00 5.00

Mr. Vinayak Chatterjee -- -- 4.00 5.00

Name of Key Managerial

Personnel

Designation Upto 30-09-2016 2013-14 2014-15 2015-16

Mr. Rajeev Aggarwal Chief Financial Officer 131.04 -- 98.47* 198.93

Mr. Ch. V. Jagannadha Rao Vice President – Legal

& Company Secretary

44.93 49.31 65.48 73.90

*- for part of the year






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IV. Related party transactions entered during the last three financial years immediately preceding the year of

circulation of Disclosure Document including with regard to loans made or, guarantees given or securities

provided.

Please refer to Annexure 12 for related party transactions entered during the last three financial years (FY 2013-14,

FY 2014-15, FY 2015-16) immediately preceding the year of circulation of Disclosure Document including with

regard to loans made or, guarantees given or securities provided.

V. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years (i.e.

FY 2011-12, FY 2012-13, FY 2013-14, FY 2014-15, FY 2015-16 and for the half year ending 30-09-2016)

immediately preceding the year of circulation of Disclosure Document and of their impact on the financial

statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the

Issuer for each of the said reservations or qualifications or adverse remark.

NIL.

VI. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any

previous company law in the last three years (i.e. FY 2013-14, FY 2014-15, FY 2015-16 and for the half year

ending 30-09-2016) immediately preceding the year of circulation of this Disclosure Document in the case of

the Issuer and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not), fines

imposed, compounding of offences in the last three years (i.e. FY 2013-14, FY 2014-15, FY 2015-16 and for

the half year ending 30-09-2016) immediately preceding the year of the Disclosure Document and if so,

section-wise details thereof for the Issuer and all of its subsidiaries.

NIL.

VII. Details of acts of material frauds committed against the Issuer in the last three years (i.e. FY 2013-14, FY

2014-15, FY 2015-16 and for the half year ending 30-09-2016), if any, and if so, the action taken by the Issuer.

NIL.






Page 69 of 144

SECTION B4 – FINANCIAL POSITION OF THE ISSUER

I. Capital structure of the Issuer.

A. The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate

nominal value)

Please see the paragraph III (‘Capital Structure of the Issuer’) of Section A1 of this Disclosure Document.

B. Size of the present offer

Rs. 250,00,00,000 (Rupees Two Hundred Fifty Crore only)

C. Paid up capital

25,70,88,370 (twenty-five crore seventy lakhs eighty-eight thousand three hundred and seventy) Equity Shares of

Rs. 2 each aggregating to Rs. 51,42,00,000 (Rupees Fifty-One Crore Forty-Two Lakhs)

1. After the offer: 25,70,88,370 (twenty-five crore seventy lakhs eighty-eight thousand three hundred and

seventy) Equity Shares of Rs. 2 each aggregating to Rs. 51,42,00,000 (Rupees Fifty-One Crore Forty-Two

Lakhs)

2. After conversion of convertible instruments (if applicable) – Same as above.

3. Share premium account (before and after the offer)

Before the offer: Rs. 86,75,00,000 (Rupees Eighty-Six Crore Seventy-Five Lakhs)

After the offer: Rs. 86,75,00,000 (Rupees Eighty-Six Crore Seventy-Five Lakhs)

D. The details of the existing share capital of the Issuer in a tabular form, indicating therein with regard to each

allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price

and the form of consideration

As on 30-09-2016

Sr.

No.

Date of

Allotment

No. of

Shares

Allotted

Total paid up

capital (No. of

shares)

Face value of

Equity shares

allotted (Rs.)

Price

(Rs.)

Form of consideration

1 2005 50,000 50,000 10.00 10.00 Cash

2 2006 3,76,35,854 3,76,85,854 10.00 - Allotted pursuant to scheme

of arrangement

3 2008 1,16,58,002 4,93,43,856 10.00 - Allotment pursuant to

scheme of arrangement

4 2009 750 4,93,44,606 10.00 - Allotted against shares held

in abeyance in the above

scheme

5 2010 NIL 24,67,23,030 2.00 - Equity Shares sub divided

from Rs. 10 to Rs. 2

6 2010 1,03,65,340 25,70,88,370 2.00 - Allotted pursuant to the

scheme of amalgamation of

RPG Cables with the






Page 70 of 144

Sr.

No.

Date of

Allotment

No. of

Shares

Allotted

Total paid up

capital (No. of

shares)

Face value of

Equity shares

allotted (Rs.)

Price

(Rs.)

Form of consideration

Company

II. Profits of the Issuer, before and after making provision for tax, for the three financial years immediately

preceding the date of circulation of offer letter.

Please refer to Annexure 10 for profits of the Issuer, before and after making provision for tax, for the three

financial years (i.e. FY 2013-14, FY 2014-15, FY 2015-16) immediately preceding the date of circulation of offer

letter.

III. Dividends declared by the Issuer in respect of the said three financial years; interest coverage ratio for last

three years (i.e. FY 2013-14, FY 2014-15, FY 2015-16) (Cash profit after tax plus interest paid/interest paid).

Financial

Year 2015 – 16 2014 – 15 2013 – 14

Dividend

Re. 1.00 per equity share (Interim)

Total: Rs. 30.89 crore

Rs. 0.90 per equity share


Rs. 0.60 per equity share


Interest

coverage

ratio

2.17 1.85 1.59

IV. A summary of the financial position of the Issuer as in the three audited balance sheets immediately

preceding the date of circulation of offer letter.

Please refer to Annexure 10 for a summary of the financial position of the Issuer as in the three audited balance

sheets (i.e. FY 2013-14, FY 2014-15, FY 2015-16) immediately preceding the date of circulation of this Disclosure

Document.

V. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer

letter.

Please refer to Annexure 10 for the audited Cash Flow Statement for the three years (i.e. FY 2013-14, FY 2014-15,

FY 2015-16) immediately preceding the date of circulation of this Disclosure Document.

VI. Any change in accounting policies during the last three years and their effect on the profits and the reserves

of the company.

NIL

VII. That the permission / consent / No-objection Certificate from the prior/existing creditors for a pari-passu

charge being created in favour of the Debenture Trustee to the proposed Issue has been obtained:

Please refer to the no-objection certificate obtained from existing lenders as provided in Annexure 8.

VIII. A statement containing particulars of the dates of, and parties to all material contracts, agreements:

There are no material agreements / documents of the Company which have been entered into out of the ordinary

course of business.






Page 71 of 144

ISSUE PROCEDURE

I. INFORMATION RELATING TO THE TERMS OF OFFER

The Issuer proposes to issue the Debentures on the terms set out in this Disclosure Document. The Debentures

being offered pursuant to this Disclosure Document are subject to the provisions of the New Companies Act and the

Old Companies Act (to the extent in force on the date of this Disclosure Document), the SEBI Debt Regulations,

the Memorandum and Articles of Association of the Issuer, the terms of this Disclosure Document, Application

Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed. This section applies to

all Applicants. Please note that all Applicants are required to make payment of the full application amount along

with the Application Form.

Neither the Company nor any of its promoters or directors is a wilful defaulter as on the date of filing of this

Disclosure Document and neither the Company nor any of its promoters or its directors has been categorized as

wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on

wilful defaulters issued by the RBI.

Borrowing Powers of the Board

The shareholders of the Issuer, through a resolution dated 29 July 2016, authorised the Board of Directors to borrow

monies subject to an absolute monetary limit of Rs. 20000,00,00,000 (Rupees Twenty Thousand Crore) at any

given point of time. Pursuant to a resolution of the shareholders of the Issuer dated 10 December 2015, the Issuer

has been authorised to issue debentures and other debt securities for a maximum amount of Rs. 500,00,00,000

(Rupees Five Hundred Crore).

Minimum Application

The application should be for a minimum of 10 Debentures (Rs. 1,00,00,000/-) and in multiples of 1 (one)

Debenture (Rs. 10,00,000/-) thereafter.

Market Lot

The market lot will be 1 (one) Debenture (“Market Lot”). Since the debentures are being issued only in

dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures.

Who Can Apply

Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer,

to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure

Document and its contents should not be construed to be a prospectus or a statement in lieu of a prospectus under the

New Companies Act, as amended or the rules made thereunder. The Issue of Debentures is a domestic issue and is

being made in India only.

This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have

been addressed directly through a communication by or on behalf of the Issuer and only such recipients are

eligible to apply for the Debentures. All investors are required to comply with the relevant regulations /

guidelines applicable to them for investing in this Issue.

The following categories of Investors together constitute “Eligible Investors”:

1. Scheduled Commercial Banks;





6. Mutual Funds;







Page 72 of 144

8. Corporates;



Any other investor(s) authorised to invest in these Debentures, subject to the compliance with the relevant

regulations/guidelines applicable to them for investing in this Issue. The investor should not be in the caution list /

negative list of investors, as released by SEBI from time to time.

For secondary trading in the market after listing, there are many eligible parties under law who can trade in these

Debentures.

Other than as stated above, applications cannot be made by person(s) or entity(ies) resident outside India.

Disclaimer: Investment by investors falling in the categories mentioned above are merely indicative and the

Company does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the

above categories of investors is required to check and comply with extant rules/regulations/guidelines, etc.

governing or regulating their investments as applicable to them and the Company is not, in any way, directly

or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Company

required to check or confirm the same. Applicants ought to seek independent legal and regulatory advice in

relation to the laws applicable to them.

Mode of Application

Only Eligible Investors as given hereunder may apply for the Debentures, by submitting the applications forms (the

“Application Form”) in the prescribed format. The Investors will be required to remit the funds as well as submit

the duly completed application form along with other necessary documents to the Issuer by the Deemed Date of

Allotment.

Potential Investors will be invited to subscribe by way of Application Form as provided by the Issuer during the

period between the Issue Opening Date and the Issue Closing Date (both days inclusive) mentioned in the

Disclosure Document.

Right to Close Issue

The Issuer reserves the right to close the Issue of Debentures at the earlier date on the Issue of that particular

Debentures being fully subscribed. The Issuer reserves the right to close the Issue of any series of the Debentures at

any time on the Issue Closing Date.

Instructions for Application

1. Application must be completed in BLOCK LETTERS in English. A blank must be left between two or more parts

of the name.

2. Signatures should be made in English.

3. The full amount of the face value of the Debentures has to be paid on application per Debenture applied for.

Applications for incorrect amounts are liable to be rejected.

4. Application Form(s) must be accompanied by either a demand draft or cheque, drawn or made payable in favour of

KEC International Limited or otherwise as may be set out in the application form and crossed Account Payee only,

payable at Mumbai. The payment can also be made by Real Time Gross Settlement (“RTGS”), the details of which

are given below. Payment shall be made from the bank account of the person subscribing. In case of joint holders,

monies payable shall be paid from the bank account of the person whose name appears first in the application.

5. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a

sub-member of the bankers clearing house located at Mumbai. Money orders or postal orders will not be accepted.






Page 73 of 144

6. No cash will be accepted.

7. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant.

This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/

redemption warrants.

8. The Applicant should mention in the application form its PAN or the GIR number allotted to it under the Income

Tax Act, 1961 and also the relevant Income-tax circle/ward/District.

9. Application Forms should be duly completed in all respects and applications not completed in the said manner are

liable to be rejected.

10. An application once submitted cannot be withdrawn. All applications duly completed accompanied by transfer

instructions from the respective Investor’s account to the account of the Issuer. The applications should be

submitted during normal banking hours at the office mentioned below:

KEC International Limited RPG House, 463,

Dr. Annie Besant Road,

Worli, Mumbai - 400 030

Telephone: 022 6169 1600

Fax: 022 6667 0287

11. Applicants residing or situated at places other than in Mumbai, may send their application along with cheques or

demand drafts to the centre mentioned above. The demand drafts must be payable at Mumbai only. The demand

draft charges will have to be borne by the Applicant.

12. The Applicant shall apply for the Debentures in electronic, i.e., dematerialised form only. Applicants should

mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Application Form. In

case of any discrepancy in the information of Depository/Beneficiary Account, the Company shall be entitled to not

credit the beneficiary’s demat account pending resolution of the discrepancy.

The Issuer assumes no responsibility for any application / cheques / demand drafts lost in mail or in transit. The

Applicant is requested to contact the office of the Company as mentioned above for any clarifications.

Documents to be provided by Investors

The applications must be accompanied by certified true copies of the following documents, along with the

subscription form, as applicable:

1. Copy of the PAN card,

2. Memorandum and Articles of Association / documents governing constitution;

3. Government notification/ certificate of incorporation;

4. Letter of authorization / resolution authorizing investment along with operating instructions;

5. Power of Attorney (original and certified true copy);

6. Form 15AA granting exemption from TDS on interest;

7. Form 15H for claiming exemption from TDS on interest on application money, if any;

8. Order under Section 197 of the Income Tax Act, 1961;

9. Order under Section 10 of the Income Tax Act, 1961;

10. Specimen signatures of authorised signatories duly certified by an appropriate authority; and

11. SEBI registration certificate, if applicable.

The list of documents provided here is only indicative, and an investor is required to provide all those documents/

authorizations/ information, which are likely to be required by the company. The Company may, but is not bound to

revert to any investor for any additional documents/ information, and can accept or reject an application as it deems

fit.






Page 74 of 144

Mode of Payment

Payment made by RTGS may be done by crediting the funds to the account given below:

Beneficiary Name KEC International Ltd Debentures 2016

Bank Name State Bank of India

Branch Address CAG Branch, 23, J N Heredia Marg, Neville House, Ballard Estate, Mumbai, India –

400 001

Account No. 36164613617

SWIFT No. SBININBB162

RTGS/IFSC Code SBIN0009995

Interest on Application Money

Interest on application money will be paid to investors at the same rate as the annualized yield on the debentures

from the date of realisation of subscription money up to 1 (one) day prior to the Deemed Date of Allotment. Such

interest shall be paid within 7 (seven) business days from the date of allotment.

Basis of Allotment

The Issuer shall decide the final allocation/allotment. In case there is over subscription in the issue, priority will be

given on the date of application. In case of any tie with respect to the date of application, allocation will be done on

a pro rata basis.

Right to Accept or Reject Applications

The applications shall be scrutinised and accepted as per the terms and conditions specified in this Disclosure

Document. The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject

any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated

along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of

realisation of the cheque(s)/ demand drafts(s) till 1 (one) day prior to the date of refund. The Application Forms that

are not complete in all respects are liable to be rejected and would not be paid any interest on the application money.

Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

(a) Number of Debentures applied for is less than the minimum application size;

(b) Bank account details not given;

(c) Details for issue of Debentures in electronic/ dematerialised form not given;

(d) PAN/GIR and Income Tax circle/ward/district not given;

(e) In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant

documents not submitted;

Refunds

In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such

Debentures will be refunded, as may be permitted, in which case refund orders will be dispatched within 7 (seven)

days from the Deemed Date of Allotment of the Debentures. The unutilised portion of the application money will

be refunded to the applicant by electronic transfer to the bank account notified by the applicant. In case the cheque






Page 75 of 144

payable at par facility is not available, the Issuer’s reserves the right to adopt any other suitable mode of payment.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application

money relating to the Debentures in respect of which allotments have been made, the Registrar shall, upon

receiving instructions in relation to the same from the Issuer, repay the monies to the extent of such excess, if any.

Loss of Interest Cheques/Refund Cheques

Loss of interest cheques/refund cheques should be intimated to the Issuer along with request for duplicate issue.

The issue of duplicates in this regard shall be governed by Applicable Law and any other conditions as may be

prescribed by the Issuer.

Date of Subscription

Date of subscription shall be the date of realization of proceeds of subscription money in the bank account of the

Issuer.

Minimum Subscription

As the Issue of each series of the Debentures under this Disclosure Document will be made on private placement

basis, the requirement of minimum subscription shall not be applicable to the Issue of Debentures and therefore the

Issuer shall not be liable to refund the subscription(s)/ proceed(s) in respect of Issue of Debentures in the event of

the total Issue of Debentures collection falling short of the proposed Issue size or certain percentage of the proposed

Issue size.

Debentures to be in Dematerialised Form

The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories

Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock

exchange) and these conditions. No physical certificates of the Debentures will be issued.

Investors will hold the Debentures in dematerialised form as per the provisions of Depositories Act.

Rematerialisation of debentures, if any, shall be subject to all Applicable Laws.

If the Debentures issued are held in dematerialised form, then no action is required on the part of the Investors for

redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Investors

whose names appear on the list of beneficiaries provided by the Depository to the Issuer. The names would be as

per the Depository’s records on the relevant record date fixed for the purpose of redemption. All such Debentures

will be simultaneously redeemed through appropriate debit corporate action.

Letter of Allotment and Debenture Certificate

The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository

Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 (two) Business Days

from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On

completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate.

The Issuer shall take necessary steps to credit the Debentures allotted to the Depository account of the Investor. All

provisions relating to issue, allotment, transfer, transmission etc. in respect of the Debentures as prescribed under

the Depositories Act will be applicable to the Debentures issued in dematerialized form.

The Issuer further agrees to pay interest as per the applicable provisions of the New Companies Act, if the allotment

letters/refund orders have not been dispatched to the applicants within 30 (thirty) days from the date of the closure

of the Issue.

The Issuer/Registrar will dispatch the cheque for interest / coupon payments to the beneficiaries based on the

information provided in the list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’






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name and account number, address, bank details and depositary participant’s identification number will be given by

the Depository to the Issuer and the Registrar. If permitted, the Issuer may transfer payments required to be made in

relation to any by electronic transfer of funds/ RTGS, to the bank account of the Debenture Holders for redemption

and interest/ coupon payments.

Deemed Date of Allotment

All benefits relating to the Debentures will be available to the Investors from the Deemed Date of Allotment. The

actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Issuer

reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion

without any notice. The Deemed Date of Allotment may be changed (advanced/ postponed) by the Issuer at its sole

and absolute discretion.

Depository Arrangements

The Issuer has appointed Link Intime India Private Limited as Registrar & Transfer Agent for the present Debenture

issue. The Issuer has made necessary depository arrangements with NSDL/CDSL for issue and holding of

Debentures in dematerialized form.

Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for the Debenture Holder(s)

(hereinafter referred to as “Debenture Trustee”).

1. The Issuer and the Debenture Trustee will enter into a Debenture Trustee Agreement, inter alia, specifying

the rights, powers, authorities and obligations of the Issuer and the Debenture Trustee in respect of the

Debentures.

2. The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be

deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or

authorized officials to do inter alia all acts, deeds and things necessary in respect of or relating to the

security to be created for securing the Debentures being offered in terms of this Disclosure Document.

3. All the rights and remedies of the Debenture Holder(s) shall vest in and shall be exercised by the said

Debenture Trustee without having referring to the Debenture Holder(s).

4. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee,

having become so bound to proceed, fail to do so.

5. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall

discharge the Issuer pro tanto to the Debenture Holder(s).

6. The Debenture Trustee will protect the interest of the Debenture Holder(s) in the event of ‘Default’ by the

Issuer in regard to timely payment of interest and repayment of principal and they will take necessary

action at the cost of the Issuer.

7. The Debenture Trustee shall carry out its duties and shall perform its functions in accordance with all

Applicable Laws and regulations, including without limitation the SEBI Debt Regulations and the

Debenture Trustee Regulations as well as the Debenture Trust Deed and this Disclosure Document, with

due care, diligence and loyalty.

8. Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed entered

into between the Issuer and the Debenture Trustee and a notice in writing to the Debenture Holders shall

be provided for the same.

9. The Debenture Trustee shall duly intimate the Debenture Holders and the general public by issuing a press

release on occurrence of any of the following events:






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(a) Default by the Company to pay interest on the Debentures or redemption amount;

(b) Failure of the Company to create a charge on the assets for the secured Debentures; and

(c) Revision of credit rating assigned to the Debentures.

Such information shall also be placed on the websites of the Debenture Trustee, the Issuer and the Stock Exchange.

Underwriting of the Issue

The Issue of Debentures has not been underwritten.

Right to Re-Purchase and Re-Issue Debenture(s)

The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a

part or all of its Debentures from the secondary markets or otherwise, at any time prior to the maturity date, subject

to Applicable Law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI and other

authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any

circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to reissue the

Debentures either by reissuing the same Debentures or by issuing other debentures in their place. The Company and

any of its Affiliates may also at their absolute discretion, purchase Debentures in the secondary market, subject to

such entity being an eligible investor and in compliance with Applicable Laws.

The Company may also, at its discretion and as per the prevailing guidelines/regulations of RBI and other

authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such

Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and

conditions as the Company may deem fit and as permitted by law.

All costs incurred by the Debenture Holders (including but not limited to break costs relating to interest, currency

exchange and/or hedge agreements) pursuant to the repurchase by the Company before the Redemption Date as set

out above, will be borne by the Company and will be calculated (and the Debenture Holders will be reimbursed) on

the basis as if an acceleration event had occurred.

Debenture Redemption Reserve (DRR)

The Company shall maintain the debenture redemption reserve as per Section 71(4) of the New Companies Act

read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central

Government in this regard.

Undertaking by the Issuer

The Issuer undertakes that:

a) the complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and

satisfactorily;

b) all steps for completion of formalities for listing and commencement of trading at the concerned stock

exchange where securities are to be listed shall be taken within 15 (fifteen) days from the date of

allotment;

c) the funds required for dispatch of refund orders by registered post shall be made available to the Registrar

to the Issue by the Issuer; and

d) necessary co-operation to the credit rating agency for periodic review shall be extended in providing true

and adequate information till the debt obligations in respect of the Debentures are outstanding.






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Interest on Debentures

Interest shall accrue, at the Coupon Rate, on the outstanding value of the Debentures from the Deemed Date of

Allotment. Interest will be payable monthly in arrears on the interest payment date(s) in each year up to (and

excluding) the Redemption Dates. Interest on the Debentures shall accrue on a daily basis. The interest payment date

in respect of the Series 1 Debentures will be on 20 April 2020, Series 2 Debentures on 20 April 2021 and Series 3

Debentures on 20 December 2021.

The payment of interest on the Debentures shall be made by the Issuer to those persons whose names appear in the

Register of Debenture Holder(s) (or to first holder in case of joint-holders) as the Debenture Holder(s) as on the

Record Date.

All funds would be transferred through Real Time Gross Settlement (RTGS)

In case of Debentures for which the beneficial owner is not identified by the relevant depository as on the Record

Date, the Issuer would keep in abeyance the payment of interest and/or other benefits, till such time that the

beneficial owner is identified by the depository and conveyed to it, whereupon the interest or benefits shall be paid

to the relevant Debenture Holder(s) within a period of 30 (thirty) Business Days.

Interest for Broken Period

In the case of redemption of any of the Debentures on a day other than an Interest Payment Date, in compliance with

the Conditions, accrued interest on the Debentures for such broken period shall be paid on a pro-rata basis.

Redemption

The face value of the Debentures will be redeemed at par on the Redemption Dates relevant to each Series. The

Debenture will not carry any obligation, for interest or otherwise, after all amounts due as per the Debenture

Documents have been paid in full.

Put or Call Option

There are no put or call options available on the Debentures being offered in the Issue.

Payment on Redemption

Payment on redemption will be made by cheque(s)/warrants(s) or through RTGS system in the name of the

Debenture Holder whose name appears on the list of Beneficial Owners given by Depository to the Issuer as on the

Record Dates relevant to each Series.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the

list of Beneficial Owners as provided by the NSDL/CDSL/Depository Participant. Payment of the relevant

Redemption Amount for each Series will be done within 7 (seven) days from the Mandatory Prepayment Date to the

bank account notified by the Debenture Holders. Such payment will be a legal discharge of the liability of the Issuer

towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL/CDSL/Depository

Participant and accordingly the account of the Debenture Holder(s) with NSDL/CDSL/Depository Participant will

be adjusted.

In case of cheque issued towards redemption proceeds, the same will be dispatched by courier or hand delivery or

registered post at the address provided in the Application Form at the address as notified by Debenture Holder or at

the address with Depositories’ record. Once the cheque for redemption proceeds is dispatched to the Debenture

holder(s) at the addresses provided or available from the Depositories record, the Issuer’s liability to redeem the

Debentures on the date of redemption shall stand extinguished and the Issuer will not be liable to pay any

interest/premium, income or compensation of any kind from the date of redemption of the Debenture(s).

The Issuer’s liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall

cease and stand extinguished after all amounts due as per the Debenture Documents have been paid in full. Further






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the Issuer will not be liable to pay any interest or compensation after all amounts due as per the Debenture

Documents have been paid in full. Payments of any amount in relation to the Debentures, in the form of principal or

interest shall be deemed to be pro tanto payment and satisfaction to the Debenture Holders.

Currency of Payment

All obligations under the Debentures including yield, are payable in Indian Rupees only.

Transfers

The Debentures shall be transferred and/ or transmitted in accordance with the applicable provisions of the New

Companies Act and other Applicable Laws. The provisions relating to transfer, transmission and other related

matters in respect of shares of the Issuer contained in the Articles of Association and the New Companies Act shall

apply, mutatis mutandis (to the extent applicable to the Debentures), to the Debentures as well. The Debentures held

in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by

NSDL and CDSL and the relevant depositary participants of the transferor or transferee and any other Applicable

Laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed

prior to the Record Date. In the absence of the same, any payments will be paid to the person, whose name appears

in the Register of Debenture Holders maintained by the Depository under all circumstances. In cases where the

transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be

settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in

dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give

delivery instructions containing details of the buyer’s Depository Participant’s account to his Depositary Participant.

Investors may note that subject to Applicable Law, the Debentures of the Issuer would be issued and traded in

dematerialised form only. The Issuer undertakes that there will be a common form of transfer available for the

Debentures held under a Consolidated Debenture Certificate.

The Debentures shall be freely transferable, provided however, the Debentures shall not be transferable to any

investor which is not an Eligible Investor. If any Debenture Holder transfers the Debentures to an investor who is not

an Eligible Investor, the Debenture Holder must indemnify the Issuer for the entire amount that remains outstanding

under the Debentures.

Right of the Issuer to Purchase and Re-sell Debentures

The Issuer may, subject to Applicable Laws, at any time and from time to time, purchase Debentures issued under

this Disclosure Document at discount, at par or premium in the open market. Such Debentures shall, at the option of

the Issuer, be cancelled, held or resold at such a price and on such terms and conditions as the Issuer may deem fit

and as permitted by Applicable Laws.

Title

In case of debentures held in the dematerialized form, the person for the time being appearing in the register of

Beneficial Owners maintained by the Depository shall be treated for all purposes by the Issuer, the Debenture

Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner

for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it and

no person will be liable for so treating the Debenture Holder.

Sharing of Information

The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other

information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other

banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or

its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid information.






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Register of Debentures holder(s)

A register of all Debenture Holder(s) containing necessary particulars will be maintained by the Company at its

Registered Office. A copy of the register of all Debenture Holder(s) will also be maintained by the Company at its

Corporate Office.

Notices

All notices to the Debenture Holders required to be given by the Issuer or the Debenture Trustee shall have been

given if sent either by registered post, by facsimile or by email to the original/ first allottees of the Debentures, or as

may be prescribed by Applicable Law.

All notice(s) to be given by the Debentures shall be sent by registered post or by hand delivery to the Issuer or to

such persons at such address as may be notified by the Issuer from time to time through suitable communication.

Notice(s) shall be deemed to be effective (in the case of registered post) 3 (three) business days after posting, (in the

case of facsimile/email) 24 (twenty four) hours after dispatch or (in the case of personal delivery) at the time of

delivery.

Succession

In the event of demise, insolvency or winding-up of the holder of the Debentures, or the first holder in the case of

joint holders, the Issuer will recognize the executor or administrator of the concerned Debenture Holders, other legal

representative as having title to the Debentures. The Issuer shall not be bound to recognize such executor or

administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of

administration or such holder is the holder of succession certificate or other legal representation, as the case may be,

from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks

fit, dispense with production of probate or letter of administration or succession certificate or other legal

representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the

deceased Debenture Holder on production of sufficient documentary proof or indemnity. In case a person other than

individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein,

including the liquidator or such any person appointed as per the Applicable Law.

Payment of outstanding amounts on the Debentures

The Issuer will comply with the terms of the Debt Listing Agreement including but not limited to ensuring that

services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT

(National Electronic Funds Transfer) are used for payment of all outstanding amounts on the Debentures, including

the principal and interest accrued thereon, as per the applicable norms of the RBI.

Debenture Holder not a Shareholder

The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders other than

those available to them under the New Companies Act. The Debentures shall not confer upon the holders the right to

receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

Modifications of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with

the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount

of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture

Holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of

hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on

such poll, provided that nothing in such consent or resolution shall be operative against the Issuer where such

consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not accepted in

writing by the Issuer.






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Provisions for Meeting of Debenture Holders

The terms set out in the relevant provisions of the Debenture Trustee Agreement shall apply to the meetings of the

Debenture Holders.

Sharing of Information

The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange, share or part with

any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and

affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and

neither the Issuer or its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid

information.

Conflict

In case of any repugnancy, inconsistency or where there is a conflict between the conditions as are stipulated in this

Disclosure Document and the Debenture Trust Deed to be executed by the Company, the provisions as contained in

the Debenture Trust Deed shall prevail and override the provisions of this Disclosure Document.

Compliance with laws

The Issue of Debentures is being made in compliance with Section 42 of the New Companies Act, Rule 14 of the

Companies (Prospectus and Allotment of Securities) Rules, 2014, the SEBI Debt Regulations, and other Applicable

Laws in this regard.

Governing Law and Jurisdiction

The Debentures are governed by and will be construed in accordance with Indian law. The Issuer, the Debentures

and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI.

The Debenture Holders, by purchasing the Debentures, agree that the Hon’ble Mumbai High Court shall have

exclusive jurisdiction with respect to matters relating to the Debentures.

II. DISCOUNT ON THE OFFER PRICE

The Debentures are being issued at the Face Value and not at discount. Hence, the Investor shall pay 100% (one

hundred percent) of the Issue Price on subscription.

III. DEBT EQUITY RATIO PRIOR TO AND AFTER THE ISSUE OF THE DEBT SECURITY

Debt Equity ratio

Prior to the current Issue 1.66

Post the current Issue 1.70

IV. PERMISSION AND CONSENT FROM THE CREDITORS FOR A SECOND/PARI-PASSU CHARGE

Wherever required, the Issuer has obtained permission from the existing lead lenders for raising monies under the

present Issue. The Issuer can create or cede second charge on the properties provided for security against the

Debentures being issued under this Disclosure Document.

V. NAME OF DEBENTURE TRUSTEE AND CONSENT THEREOF

The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for and on behalf of the

Debenture Holders. The address and contact details of the Debenture Trustee are as under:






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Asian Building, Ground Floor


Mumbai 400 001

Contact person: Sameer Trikha

Tel: +91 22 4080 7000

Fax: +91 22 6631 1776

E-mail: [email protected]

IDBI Trusteeship Services Limited has given its written consent for its appointment as Debenture Trustee to the

Issue under Regulation 4 (4) and inclusion of its name in the form and context in which it appears in this Disclosure

Document and in all the subsequent periodical communications sent to the Debenture Holders.

A copy of the letter from Debenture Trustee conveying their consent to act as Debenture Trustee for the Debenture

Holders is enclosed in Annexure 6.






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UNDERTAKINGS BY THE ISSUER

The Issuer undertakes that:

a) it shall provide the latest Audited or Limited Review Financials in line with the timelines as mentioned in the

Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated 11 May

2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer

shall within 180 (one hundred and eighty) days from the end of the financial year, submit a copy of the latest annual

report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this

clause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within 2 (two) Business

Days of their specific request; and

b) wherever required, the Issuer has obtained permission from the existing lead lenders for raising monies under the

present Issue. The Issuer can create or cede second charge on the properties provided for security against the

Debentures being issued under this Disclosure Document.