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TABLE OF CONTENTS
Serial
Number
Particulars Page no.
1. Section 1: Definitions and Abbreviations 5
2. Section 2: Notice to Investors and Disclaimers 10
3. Section 3: Risk Factors 13
4. Section 4: Financial Statements 17
5. Section 5: Details of the Company and the Project 18
6. Section 6: Details of the Transaction Structure 21
7. Section 7: Regulatory Disclosures 41
8. Section 8: Disclosures pertaining to Wilful Default 56
9. Section 9: Other Information and Application Process 57
10. Section 10: Declaration 66
11. Annexure I: Details of the Debentures 67
12. Annexure II: Rating Letters and Rating Rationales 69
13. Annexure III: Consent Letter from the Debenture Trustee 86
14. Annexure IV: Application Form 87
15. Annexure V: Audited Financial Statements 90
16. Annexure VI: Illustration of Bond Cash Flows 96
17. Annexure VII: Format of Balance Notice 112
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SECTION 1: DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the meanings
given below in this Information Memorandum.
Defined Term Definition
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to the Issue.
Applicable Law Any statute, national, state, local, municipal, or other law, code,
regulation, ordinance, rule, judgment, order, decree, bye-law,
approval of any governmental authority, directive, guideline, policy,
requirement or other governmental restriction or any similar form of
decision of or determination by, or any interpretation or
administration having the force of law of any of the foregoing by any
governmental authority having jurisdiction over the matter in
question, whether in effect as of the date of the Debenture Trust Deed
or at any time thereafter.
Application Form The form used by the recipient of this Disclosure Document, to apply
for subscription to the Debentures, which is annexed to this
Disclosure Document and marked as Annexure IV.
Board / Board of Directors The Board of Directors of the Issuer.
Business Day Means any day of the week (excluding Saturdays, Sundays, and any
other day which is a public holiday for the purpose of Section 25 of
the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks
and money markets are open for general business in Mumbai,
Maharashtra.
Companies Act/ Act The Companies Act, 2013 and / or any other law enacted by the
Parliament of India to consolidate and amend the law relating to
companies.
Debentures / NCDs 15,000 (Fifteen Thousand) rated, secured, listed, partly paid,
redeemable non-convertible debentures each having a face value of
Rs. 10,00,000/- (Rupees Ten Lakhs Only), of the aggregate face value
of Rs. 1500,00,00,000/- (Rupees One Thousand and Five Hundred
Crores Only) to be issued for cash, at par on a private placement basis,
which shall be issued in 23 (Twenty Three) Series, being, Series A,
Series B, Series C, Series D, Series E, Series F, Series G, Series H,
Series I, Series J, Series K, Series L, Series M, Series N, Series O,
Series P, Series Q, Series R, Series S, Series T, Series U, Series V and
Series W, with each Series being of an amount, as more particularly
set out in Annexure I hereto.
Debenture Holders /
Investors
The holders of the Debentures issued by the Issuer and shall also
mean and include any of their successors and assigns, from time to
time, whose names are listed in the list of beneficial owners as
prepared, held and issued by the Depository.
Debenture Trustee IDBI Trusteeship Services Limited
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Defined Term Definition
Debenture Trustee
Agreement
Debenture trustee agreement dated March 30, 2017 executed by and
between the Debenture Trustee and the Company for the purposes of
appointment of the Debenture Trustee to act as debenture trustee in
connection with the issuance of the Debentures.
Debenture Trustee
Regulations
The Securities and Exchange Board of India (Debenture Trustees)
Regulations, 1993, as amended from time to time.
Debenture Trust Deed The debenture trust deed to be executed between the Debenture
Trustee and the Issuer, in relation to the Issue and setting out the terms
and conditions on which the Debentures are issued, as may be
amended, modified, supplemented, novated and/or restated from time
to time.
Deemed Date of Allotment 31-Mar-2017
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository A depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time with
whom the Company has made arrangements for dematerialising the
Debentures, being NSDL
Depository Participant / DP A depository participant as defined under the Depositories Act.
Director(s) Director(s) of the Issuer.
Disclosure Document /
Information Memorandum
This document which sets out the information regarding the
Debentures being issued on a private placement basis.
DP ID Depository Participant Identification Number.
DRR The debenture redemption reserve to be created and maintained in
accordance with the Companies Act, Rule 18 of the Companies
(Share Capital and Debentures) Rules, 2014 read with other
applicable rules and in accordance with any guidelines issued by
SEBI, and if during the currency of these presents any guidelines are
formulated (for modified or revised) by any governmental authority
having authority under Applicable Law in respect of creation of the
debenture redemption reserve.
Due Date Any date on which the holders of the Debentures are entitled to any
payments, whether towards coupon or the principal amounts due in
respect of the Debentures on maturity or upon the exercise of any
options to redeem the Debentures (or any part thereof) prior to the
Maturity Date.
EFT Electronic Fund Transfer.
Financial Year / FY Twelve months period commencing from April 1 of a particular
calendar year and ending on March 31 of the subsequent calendar
year.
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Defined Term Definition
GAAP Generally Accepted Accounting Principles
Initial Paid up Amount As provided under Section 6 below
Issue Private placement of the Debentures.
Issue Opening Date 31-Mar-2017
Issue Closing Date 31-Mar-2017
Issuer / Company / KTL Kudgi Transmission Limited
Majority Debenture Holders The Debenture Holder(s) holding an aggregate amount representing
not less than 75% (Seventy Five percent) of the value of the nominal
amount of the Debentures for the time being.
It is however clarified that if a resolution is required to be passed in
relation to a matter concerning a particular Series then the term
“Majority Debenture Holder(s)” shall mean the Debenture Holder(s)
of that Series holding an aggregate amount representing not less than
75% (Seventy-Five percent) of the value of the nominal amount of
the said Series of Debentures for the time being outstanding;
Maturity Date The maturity date for each Series of the Debentures is as specified
Section 6 below.
N.A Not Applicable.
NSDL National Securities Depository Limited.
Offer Documents This Disclosure Document and the Private Placement Offer Letter
PAN Permanent Account Number.
Private Placement Offer
Letter
The letter issued by the Issuer in relation to the issuance of the
Debentures pursuant to Section 42 read with the Companies
(Prospectus and Allotment of Securities) Rules, 2014
RBI Reserve Bank of India.
Rating Agency Any of ICRA Limited, India Ratings and Research Private Limited and
CRISIL Limited. The approval of Majority Debenture Holder would be
required for any change or inclusion of other rating agency.
Record Date The date which will be used for determining the Debenture Holders
who shall be entitled to receive the amounts due on any Due date,
which shall be the date falling 7 (Seven) days prior to any Due Date,
provided that the Record Date for the purposes of determining the
Part B Debentures who are required to make payment of the Balance
Amount, shall be the Record Date for Balance Notice
R&T Agent / Registrar Registrar and Transfer Agent to the Issue, in this case being NSDL
Database Management Ltd.
ROC Registrar of Companies.
Rs. / INR Indian National Rupee.
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Defined Term Definition
RTGS Real Time Gross Settlement.
SEBI Securities and Exchange Board of India, constituted under the
Securities and Exchange Board of India Act, 1992 (as amended from
time to time).
SEBI Debt Listing
Regulations
The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulation, 2008 issued by SEBI, as amended from
time to time.
Security Documents Any security document entered into from time to time for creation of,
or evidencing the creation of, any security interest securing the
obligations under the Debentures for the benefit of Debenture Holders
and other secured parties.
Series The series in which the Debentures are proposed to be issued, being
Series A, Series B, Series C, Series D, Series E, Series F, Series G,
Series H, Series I, Series J, Series K, Series L, Series M, Series N,
Series O, Series P, Series Q, Series R, Series S, Series T, Series U,
Series V and Series W, with each Series being of an amount, as more
particularly set out in Annexure I hereto.
Sponsor / Promoter L&T Infrastructure Development Projects Limited.
TDS Tax Deducted at Source.
Transaction Documents The documents executed or to be executed in relation to the Issue of
the Debentures including but not limited to (a) the Debenture Trust
Deed; (b) the Debenture Trustee Agreement; (c) the Offer
Documents; (d) Trust & Retention Account Agreement/ Escrow
Agreement; (e) the Sponsor Pledge Undertaking; (f) Sponsor POA;
(g) the Deed of Hypothecation; and (f) Any other agreement or
document as required by Debenture Trustee.
WDM Wholesale Debt Market.
General Terms
Project
Transmission System required for evacuation of power from Kudgi
TPS (3x800 MW in Phase-I) of NTPC Limited on build, own, operate
and maintain basis, and to provide transmission service on a long term
basis to the identified Long Term Transmission Customers.
Transmission Service
Agreement / TSA
Transmission Service Agreement dated 14th May, 2013 executed by
and between Long Term Transmission Customers and the Issuer and
the Model Transmission Services Agreement, dated February 12,
2015, executed by and between the Issuer and the Central
Transmission Utility.
Any capitalised terms used in the Disclosure Document and not defined in this section shall
have the respective meanings assigned to them at the first page of this Disclosure Document or
under the remaining section hereunder.
1. Words denoting singular only shall include plural and vice-versa.
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2. Words denoting one gender only shall include the other gender.
3. All references in these presents to any provision of any statute shall be deemed also to
refer to the statute, modification or re-enactment thereof or any statutory rule, order or
regulation made thereunder or under such re-enactment.
4. The headings in this section are inserted for convenience only and shall be ignored in
construing and interpreting the section.
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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS
2.1 ISSUER’S DISCLAIMER
The Issue of the Debentures to be listed on the WDM segment of the BSE is being
made strictly on a private placement basis. Multiple copies hereof given to the same
entity shall be deemed to be given to the same person and shall be treated as such. The
Offer Document(s) do not constitute and shall not be deemed to constitute an offer or
invitation to subscribe to the Debentures to the public in general.
This Information Memorandum has been prepared in conformity with the SEBI Debt
Listing Regulations and the Companies Act. The Offer Documents has been prepared
solely to provide general information about the Issuer to eligible investors to whom it
is addressed and who are willing and eligible to subscribe to the Debentures. The Offer
Documents does not purport to contain all the information that any eligible investor
may require. Further, the Offer Documents have been prepared for informational
purposes relating to this transaction only and upon the express understanding that it
will be used only for the purposes set forth herein.
Neither the Offer Documents 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 the Offer Documents should not consider such receipt as a
recommendation to subscribe to any Debentures. Each investor contemplating
subscription to 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. Potential investors should consult their own financial,
legal, tax and other professional advisors as to the risks and investment considerations
arising from an investment in the Debentures and should possess the appropriate
resources to analyze such investment and the suitability of such investment to such
investor’s particular circumstances.
The Issuer confirms that, as of the date hereof, the Offer Documents (including the
documents incorporated by reference herein, if any) contains all the information that is
material in the context of the Issue and regulatory requirements in relation to the Issue
and is accurate in all such material respects. No person has been authorized to give any
information or to make any representation not contained or incorporated by reference
in the Offer Documents 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 being authorized by the Issuer. The Issuer certifies that the
disclosures made in the Offer Documents are adequate and in conformity with the SEBI
Debt Listing Regulations and the Companies Act. Further, the Issuer accepts no
responsibility for statements made otherwise than in the Offer Documents or any other
material issued by or at the instance of the Issuer and anyone placing reliance on any
source of information other than the Offer Documents would be doing so at its own
risk.
The Offer Documents and the contents hereof are restricted only for 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
the Offer Documents are intended to be used only by those 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 the Offer Documents being issued have been sent. Any application by a
person to whom the Offer Documents has not been sent by the Issuer shall be rejected
without assigning any reason.
The person who is in receipt of the Offer Documents shall not reproduce or distribute
in whole or part or make any announcement in public or to a third party regarding the
contents hereof without the consent of the Issuer. The recipient agrees to keep
confidential all information provided (or made available hereafter), including, without
limitation, the existence and terms of the Issue, any specific pricing information related
to the Issue or the amount or terms of any fees payable to the Issuer or other parties in
connection with the Issue. The Offer Documents may not be photocopied, reproduced,
or distributed to others at any time without the prior written consent of the Issuer. Upon
request, the recipients will promptly return all material received from the Issuer
(including the Offer Documents) without retaining any copies hereof. If any recipient
of the Offer Documents decides not to participate in the Issue, that recipient must
promptly return the Offer Documents and all reproductions whether in whole or in part
and any other information statement, notice, opinion, memorandum, expression or
forecast made or supplied at any time in relation thereto or received in connection with
the Issue to the Issuer.
The Issuer does not undertake to update the Offer Documents to reflect subsequent
events after the date of the Offer Documents 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 the Offer Documents nor any sale of Debentures made hereafter
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.
The Offer Documents do 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 the Offer Documents in any jurisdiction where such action is required.
Persons into whose possession the Offer Documents comes are required to inform
themselves about and to observe any such restrictions. The Offer Documents are made
available to potential investors in the Issue on the strict understanding that it is
confidential.
2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES
As required, a copy of this Information Memorandum has been filed with the BSE in
terms of the SEBI Debt Listing Regulations. It is to be distinctly understood that
submission of this Information Memorandum to the BSE should not in any way be
deemed or construed to mean that this Information Memorandum has been reviewed,
cleared, or approved by the BSE; nor does the BSE in any manner warrant, certify or
endorse the correctness or completeness of any of the contents of this Information
Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or
will continue to be listed on the BSE; nor does the BSE take any responsibility for the
soundness of the financial and other conditions of the Issuer, its promoters, its
management or any scheme or project of the Issuer.
2.3 DISCLAIMER CLAUSE OF SEBI
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As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a
copy of this Information Memorandum has to be filed with or submitted to the SEBI
for its review / approval. It is to be distinctly understood that this Information
Memorandum should not in any way be deemed or construed to have been approved
or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI
does not take any responsibility either for the financial soundness of any proposal for
which the Debentures issued thereof is proposed to be made or for the correctness of
the statements made or opinions expressed in this Information Memorandum.
2.4 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to investors as specified under the clause titled “Eligible
Investors” of this Information Memorandum, who shall be specifically approached by
the Issuer. The Offer Documents does not constitute an offer to sell or an invitation to
subscribe to Debentures offered hereby to any person to whom it is not specifically
addressed. Any disputes arising out of this Issue will be subject to the jurisdiction of
the courts and tribunals at Chennai only. The Offer Documents does not constitute an
offer to sell or an invitation to subscribe to the Debentures herein, in any other
jurisdiction to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction.
2.5 DISCLAIMER IN RESPECT OF THE UPFRONT RATING AGENCIES
Ratings are opinions on credit quality and are not recommendations to sanction, renew,
disburse or recall the concerned bank facilities or to buy, sell or hold any security. The
Upfront Rating Agencies have based its ratings on information obtained from sources
believed by them to be accurate and reliable. The Upfront Rating Agencies do not,
however, guarantee the accuracy, adequacy or completeness of any information and is
not responsible for any errors or omissions or for the results obtained from the use of
such information. Most entities whose bank facilities / instruments are rated by the
Upfront Rating Agencies have paid a credit rating fee, based on the amount and type
of bank facilities / instruments.
2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM
The Debentures will be issued in dematerialised form. The Issuer has made
arrangements with the Depository for the issue of the Debentures in dematerialised
form. Investors will have to hold the Debentures in dematerialised form as per the
provisions of Depositories Act. The Issuer shall take necessary steps to credit the
Debentures allotted to the beneficiary account maintained by the Investor with its
depositary participant. The Issuer will make the Allotment to Investors on the Deemed
Date of Allotment after verification of the Application Form, the accompanying
documents and on realisation of the amount of the Debentures (in respect of Part A
Debentures) or the Initial Paid Up Amount (in respect of the Part B Debentures).
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SECTION 3: RISK FACTORS
The following are the risks relating to the Company, the Debentures and the market in general
envisaged by the management of the Company. Potential investors should carefully consider
all the risk factors in this Information Memorandum 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 risks of
holding the Debentures are exhaustive. The ordering 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
Information Memorandum and reach their own views prior to making any investment decision.
3.1 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER
Potential investors should be aware that receipt of the principal amount, coupon
payments / redemption premium and any other amounts that may be due in respect of
the Debentures is subject to the credit risk of the Issuer. Potential investors assume the
risk that the Issuer will 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 Issuer, the
payment of sums due on the Debentures may not be made or may be substantially
reduced or delayed.
3.2 THE SECONDARY MARKET FOR THE DEBENTURES MAY BE ILLIQUID
The Debentures may be very illiquid and no secondary market may develop in respect
thereof. Even if there is a secondary market for the Debentures, it is not likely to
provide significant liquidity. Potential investors may have to hold the Debentures until
redemption to realize any value.
3.3 CREDIT RISK & RATING DOWNGRADE RISK
The Upfront Rating Agencies has assigned the credit ratings to the Debentures. In the
event of deterioration in the financial health of the Issuer, 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.
3.4 TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS
Special tax considerations and legal considerations may apply to certain types of
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.
3.5 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.
3.6 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS
SUBJECT COULD IMPAIR THE ISSUER’S ABILITY TO MEET PAYMENT
OR OTHER OBLIGATIONS
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The Issuer is subject generally to changes in Indian law, 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 Issuer or its future
financial performance, by requiring a restructuring of its activities, increasing costs or
otherwise.
3.7 LEGALITY OF PURCHASE
Potential investors of the Debentures will be responsible for the lawfulness of the
acquisition of the Debentures, whether under the laws under the jurisdiction of its
incorporation or the jurisdiction in which it operates or for compliance by that potential
investor with any law, regulation or regulatory policy applicable to it.
3.8 POLITICAL AND ECONOMIC RISK IN INDIA
The Issuer operates only within India and accordingly, all of its revenues are derived
from the domestic market. As a result, it is highly dependent on prevailing economic
conditions in India and its results of operations are significantly affected by factors
influencing the Indian economy. An uncertain economic situation, in India and
globally, could result in a slowdown in economic growth, investment and consumption.
A slowdown in the rate of growth in the Indian economy could result in lower demand
for credit and other financial products and services and higher defaults. Any slowdown
in the growth or negative growth of sectors where the Issuer has a relatively higher
exposure could adversely impact its performance. Any such slowdown could adversely
affect its business, prospects, results of operations and financial condition.
3.9 DEPENDENCY ON THIRD PARTY O&M CONTRACTORS
Potential Investors should be aware that the Company is dependent on third party O&M
contractors for the operation and maintenance of the Project as per the O&M contracts
executed by and between the Company and such third party O&M Contractors. Any
failure on their part to honour their respective commitments in terms of the O&M
contracts executed by them, may adversely affect the ability of the Company to comply
with the Company’s obligations under the Transmission Services Agreement, entered
into by the Company and the terms and conditions of the Transmission License which
has been provided to the Company.
3.10 RE- PRICING OF THE O&M CONTRACTS WITH THIRD PARTIES
This Company has entered into fixed price O&M contracts with the third party O&M
contractors for a term of five years. As such the costs and expenses which the Company
may be required to incur in relation to operation and management of the Project, after
the expiry of the aforesaid period, may be different than the operation and maintenance
expenses which are currently borne by the Company and any such increase may
adversely affect the Company’s ability to service principal and interest payments in
respect of the Debentures.
3.11 UNCERTAINTY OF RENEWAL OF TRANSMISSION LICENSE
While the Transmission Services Agreement, which has been executed by the
Company, is for a period of 35 (Thirty Five) years, the Transmission Licence which
has been granted by the Central Electricity Regulatory Commission to the Company,
in terms of section 14 of the Electricity Act, 2003 has been granted for an initial period
of 25 (Twenty Five) years, which period may be extended by the Central Electricity
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Regulatory Commission subject to such terms and conditions as the Central Electricity
Regulatory Commission may at the time of renewal stipulate. In the event that the
Central Electricity Regulatory Commission chooses to not renew the Transmission
License of the Company or imposes any onerous and cumbersome conditions as a
condition of renewal of the Transmission License, the same may adversely affect the
interests of the Company and may impact the ability of the Company to make payments
in respect of the Debentures.
3.12 EXERCISE OF CALL OPTION BY ISSUER
In case the Company exercises the Call Options which are available with the Company,
in the manner and upon the terms and conditions contained herein, the Company shall
be required to make payment of the entire amount of the Debentures, on the relevant
due dates, as applicable. Potential investors of the Debentures may note that the exercise
of the Call Option 1, the Call Option 2, Call Option 3 or Call Option 4 shall as such,
reduce the maturity profile of the Debentures, from the current maturity profile of the
Debentures.
3.13 UNCERTAINTY OF COLLECTION OF EXCISE DUTY REFUND
The Company currently expects that an amount of approximately Rs. 53.3 Crores
(Rupees Fifty Three Crores Thirty Lakhs Only) is payable to the Company, in the form
of refunds in respect of excise duty paid by the Company to the applicable governmental
authorities. The FY16 audited financial statements of the Company also reflect the
aforesaid amount as a receivable due to the Company.. There is no certainty on the time
period within which the refund monies may be received by the Company.
3.14 FUTURE LEGAL AND REGULATORY OBSTRUCTIONS
Future government policies and changes in laws and regulations in India and/ or
policy changes by any regulator, including but not limited to the SEBI or the
RBI, may adversely affect the Issuer. The timing and content of any new law or
regulation or accounting change is not within the Issuer’s control and such new
law, regulation, and/or policy change can have an adverse effect on market.
3.15 VULNERABILITY TO INTEREST RATE RISKS
Interest Rate Risk- All securities where a fixed rate of interest is offered, such as
our Debentures, are subject to price risk. 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
our Debentures.
3.16 NON – PAYMENT OF CHARGES BY DISTRIBUTION COMPANIES
Any instance of non-payment of charges to be paid to the Central Transmission Utilities
(with whom the Issuer has entered into the Transmission Services Agreement) by the
distribution companies may adversely affect the ability of such Central Transmission
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Utilities to make payment of the fees set out in the Transmission Services Agreement
which shall have a direct impact on the revenues of the Company.
3.17 NEGATIVE IMPACT OF NATURAL CALAMITIES
India has experienced natural calamities such as earthquakes, tsunamis, floods and
droughts in the past. Natural calamities could have a negative impact on the Indian
economy and may cause suspension, delays or damage to the Issuer’s projects and
operations, which may adversely affect the business and the result of operations
coupled with delay in receipt of claims from insurance companies & relevant regulatory
authorities.
3.18 DEPENDENCY ON KEY PERSONNEL
The success of the Company largely depends on the continued services and
performance of its key personnel. The loss of such key personnel members could
seriously impair the ability of the Company to continue to manage or operate or expand
the business efficiently. Further, such a loss of key personnel may adversely affect the
operations, finances and profitability of the Company. Any failure or inability of the
Company to efficiently retain and manage such key personnel would adversely affect
its ability to implement new projects and expand the business.
3.19 NATURE OF ACTIVITIES
As part of the operations of the Company, there is an inherent risk of injury to people
and property and any such incident may adversely affect our business operations
including without limitation attract legal and regulatory actions against us.
3.20 TERRORIST ATTACKS, CIVIL UNREST & OTHER ACTS OF VIOLENCE
Terrorist attacks, civil unrest and other acts of violence or war involving India and other
countries can adversely affect the financial market and the Company's business. In
addition, adverse social, economic and political events in India due to any terrorist
attacks can have a negative impact on the Company and its business.
3.21 RECEIPT OF INCENTIVE PAYMENTS OR REQUIREMENT TO PAY THE
PENALTY BY THE ISSUER IS DEPENDENT ON AVAILABILITY OF THE
TRANSMISSION LINE
Incentive payment on account of Availability (as set out in the Transmission Services
Agreement) being more than the Target Availability (98%) shall be paid on an annual
basis. Furthermore, on account of availability dropping below 95%, the Issuer shall
require to pay a penalty on an annual basis. Both the incentive and the penalty are
computed as per the formula defined and the determined based on terms and conditions
detailed in the TSA. The imposition of any penalties on the Issuer in terms of the TSA,
may affect the ability of the Issuer to service the Debentures.
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SECTION 4: FINANCIAL STATEMENTS
Set out in Annexure V hereto
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SECTION 5: DETAILS OF THE COMPANY AND THE PROJECT
5.1 Background of the Company
The Company is the Special Purpose Vehicle (SPV) incorporated for the construction
and maintenance of the Project on build, own, operate and maintain basis, and to
provide transmission service on a long term basis to the long term transmission
customers. The Company will also be the entity raising the required funds for the
Project and will enter into other contracts necessary for the design, construction,
finance, operation, maintenance and management of the Project, wherever applicable.
The Sponsor, the holding company of the Company, emerged as selected bidder on the
basis of quoting the lowest levelized transmission charges of Rs. 179.59 Crores (One
Hundred Seventy Nine Crores and Fifty Nine Lakhs Only) payable by long term
transmission customers.
5.2 Background of the Sponsor
The Sponsor was promoted by Larsen &Toubro Limited (hereinafter referred to as
“L&T”) in February, 2001 to act as the holding company for the various infrastructure
projects that are being developed by L&T. The Sponsor is a 97.45% (Ninety Seven
point Four Five Percent) subsidiary of L&T while the balance equity shareholding of
2.55% (Two point Five Five Percent) is held by financial investor Old Lane Mauritius
III Limited. The Sponsor’s project portfolio primarily comprises of investments in 15
(Fifteen) road projects (13 (Thirteen) operational and 2 (Two) under implementation),
1 (One) transmission project and 1 (One) port project (under development).
Roads
The Sponsor has a robust mix of 13 (Thirteen) operating and 2 (Two) under
implementation road projects..
The following table gives an overview of the Sponsor’s road projects across the
country:
Project Stretch State Toll/Annuity Status
Vadodara - Bharuch Gujarat Toll Operational
Krishnagiri - Thopurghat Tamil Nadu Toll Operational
Rajkot - Vadinar Gujarat Toll Operational
Panipat Elevated
Corridor Haryana Toll Operational
Coimbatore bypass Tamil Nadu Toll Operational
Ahmedabad - Maliya Gujarat Toll Operational
Palanpur - Swaroopganj Gujarat/Rajast
han Annuity Operational
Jadcherla - Kothakota Telangana Toll Operational
Halol - Shamlaji Gujarat Toll Operational
Devihalli - Hassan Karnataka Toll Operational
Sangareddy to Kar./Maha
border
Andhra
Pradesh-
Karnataka
Toll Under
Implementation
Beawar Pali - Pindwara Rajasthan Toll Operational
19
Sambalpur - Rourkela Odisha Toll Under
Implementation
Krishnagiri - Walajahpet Tamil Nadu Toll Operational
Samakhiali -
Gandhidham Gujarat Toll Operational
Ports
L&T Port Kachchigarh Limited, a 100% (One Hundred Percent) subsidiary of the
Sponsor, developing a greenfield all-weather port, in phases on a build, own, operate
and transfer (BOOT) basis by the Gujarat Maritime Board for a concession period of
30 (Thirty) years. Kachchigarh is situated in Gujarat’s Jamnagar district and is located
approximately 1.5 Km (One point Five Kilometres) away from the Okha-Jamnagar
State Highway. The Western railway line runs parallel to the highway with a rail head
at Varvala, approximately 7 (Seven) Km away from the proposed port site. The Sponsor
holds a minority stake in International Seaports Haldia (Private) Limited for operating
a berth in Haldia Dock Complex.
5.3 The Project
Award of the Project
NTPC Limited is establishing coal based Kudgi STPP of 3x800 MW generation project
at village Kudgi, Bijapur District in the State of Karnataka. NTPC Limited has been
granted Long-Term Access for 2392.49 MW as per the Long-Term Access application
& the drawl of power is by the power distribution companies of the states of Karnataka,
Kerala, Tamil Nadu and Andhra Pradesh.
The transmission system strengthening was planned for the evacuation & supply of
power from the Kudgi TPS to the beneficiaries of the generation project which include
Kudgi TPS - Narendra (New) 400 kV 2 x D/C quad lines, Narendra (New) - Madhugiri
765 kV D/C line and Madhugiri - Bidadi 400 kV D/C (quad) line.
This transmission system strengthening shall facilitate immediate evacuation as well
as supply of power to its beneficiaries with reliability & security. Beyond Madhugiri
& Bidadi, dispersal of power to the beneficiaries of the generation project shall be
through existing/planned transmission network under Inter-State Transmission System.
The Government of India, Ministry of Power had notified REC Transmission Projects
Company Limited (RECTPCL) to be the Bid Process Coordinator (BPC) for the
purpose of selection of Bidder as Transmission Service Provider (TSP) to establish
transmission system required for evacuation of power from Kudgi TPS (3x800 MW in
Phase-I) of NTPC Limited through tariff based competitive bidding process.
RECTPCL adopted a two stage bidding policy and 9 (Nine) bidders qualified for the
final round of bidding for the Project. The bids for the Project were submitted on July
2, 2013 by 4 (Four) bidders and the bids were opened on July 24, 2013. L&T
Infrastructure Development Projects Limited (the Sponsor) emerged as the selected
bidder for the Project. REC had issued its Letter of Intent (LOI) Ref. No. RECTPCL/P-
6/KUDGI/LOI/2013-14/ to the Sponsor dated July 31, 2013. The Sponsor had acquired
the Special Purpose Vehicle, Kudgi Transmission Limited (KTL) (which has already
been incorporated by RECTPCL), the Concessionaire, for implementing the aforesaid
Project. The Transmission Service Agreement was signed between SPV and LTTC’s
on May 14, 2013.
20
The Transmission Service Agreement has granted to KTL a contract period of 35
(Thirty Five) years from the Scheduled COD, excluding a period of 28 (Twenty Eight)
months from effective date for construction, obtaining licence and financial closure.
Project Development and Construction
The Company had entered into EPC Contract dated February 21, 2014 with L&T
Infrastructure Development Projects Limited for the purpose of developing the Project.
Project Cost and Means of Finance
The Project cost and means of finance of the Project are as given below:
Particulars Amount in Rs.
(Crore)
% age
EPC Cost 1148.9 76.96%
ROU payment 158.47 10.62%
Finance Expenses 149.14 9.99%
Preliminary & Preoperative Expenses 36.35 2.44%
Total 1492.90 100.00%
The funding for project cost is as follows:
Particulars Amount in Rs.
(Crore)
Senior Debt 1028.88
Equity 321.00
Of which, Mezzanine debt 128.40
Current liabilities 143.02
Total 1,492.90
The Company, for the purposes of meeting part of the costs for the Project, had availed
of senior rupee term loan (“Existing Senior Facility”) on the terms and conditions set
out in common loan agreement dated February 24, 2014 entered into between the
Company and the Senior Lenders. The loans were disbursed to the Company and
applied towards the construction and development of the Project. An amount of Rs.
1023.74 Crores (Rupees One Thousand Twenty Three Crores and Seventy Four Lakhs
Only) is outstanding in respect of the Existing Senior Facility as on January 1, 2017.
Existing Escrow Arrangements
Company has signed Escrow Agreement dated February 24, 2014 and opened Escrow
account with Bank of India (Escrow Bank), in relation to the existing senior facilities.
Operations and Maintenance of the Project
The Company has entered into a fixed price Operations and Maintenance agreement
with M/s Telegence Powercomm Private Limited vide an agreement dated August 29,
2016 for a period of 60 (Sixty ) months. .
21
SECTION 6: DETAILS OF THE TRANSACTION STRUCTURE
Security Name The name of each Series of the Debentures, shall be as set out in
Annexure I hereof
Issuer/Company Kudgi Transmission Limited
Sponsor L&T Infrastructure Development Projects Limited, or in the event
that a change in Control of the Issuer occurs in terms of the row
titled ‘Change of Control’ below, the Permitted Transferee
concerned who has acquired Control over the Issuer.
Group Company Affiliates of the Sponsor which have been assigned a rating by any
accredited credit rating agency of at least AA
“Affiliate” shall mean, with respect to any person, any other person
who directly or indirectly (a) exercises Control, or (b) any person in
respect of whom, Control is exercised by such person, or (c) a
person under common Control with such person;
“Control” shall have the meaning assigned to such term in the
Companies Act, 2013
Type of Instrument Secured, Listed Rated Redeemable Non-Convertible Debentures
(“NCDs”/“Debentures”)
Nature of
Instrument
Secured
Seniority Senior
Mode of Issue Private placement
Eligible Investors Companies
Banks and NBFCs
Individuals, HUFs, and Partnerships
Financial Institutions and Insurance companies
Pension Funds and Mutual Funds
Foreign portfolio investors and foreign venture capital
investors, who are permitted to invest in the Debentures
Multilateral development banks such as International Finance
Corporation; and
Any other investor(s) authorized to invest in these Debentures,
subject to the compliance with the relevant regulations/guidelines
applicable to them for investing in this Issue
Listing To be listed on the Wholesale Debt Market of the Bombay Stock
Exchange (“BSE”) within 15 (Fifteen) calendar days from Deemed
Date of Allotment. The Issuer shall be responsible for the costs of
such listing of the Debentures.
Rating of the
Instrument
AAA(SO)/ Stable by ICRA Limited and CRISIL Limited
Rating Agency Any of ICRA Limited, India Ratings and Research Private Limited
and CRISIL Limited. The approval of Majority Debenture Holder
would be required for any change or inclusion of other rating agency.
Issue Size Upto 15000 (Fifteen Thousand) listed secured rated redeemable
non-convertible debentures, of a face value of Rs. 10,00,000
(Rupees Ten Lakh) each, of an aggregate amount of Rs.
22
1500,00,00,000 (Rupees One Thousand Five Hundred Crore), to be
issued for cash, at par on a private placement basis, which shall be
issued in 23 (Twenty Three) series (“Series”), being, Series A,
Series B, Series C, Series D, Series E, Series F, Series G, Series H,
Series I, Series J, Series K, Series L, Series M, Series N, Series O,
Series P, Series Q, Series R, Series S, Series T, Series U, Series V
and Series W, with each Series being of an amount, as more
particularly set out in Annexure I hereto.
Series A, Series B, Series C, Series D, Series E, Series F, Series G,
Series H, Series I, Series J, Series K, Series L, Series M, Series N,
Series O, Series P, Series Q, Series R, Series S, Series T and Series
U shall be fully paid up Debentures, in respect of which an amount
equal to 100% of the face value of the Debentures (i.e. an aggregate
amount of Rs. 1300 crore) shall be required to be paid up by the
Debenture Holders, on or prior to the Deemed Date of Allotment
(“Part A Debentures”).
Series V and Series W shall be partly paid up Debentures, in respect
of which an amount equal to the Initially Paid Up Amount shall be
required to be paid up, on or prior to the Deemed Date of Allotment
and an amount equal to the Balance Amount, shall be required to be
paid up on the Fully Paid Up Date (“Part B Debentures”).
Option to retain
oversubscription
NA
Objects of the Issue Securitisation of project cash flows for utilization including
repayment of long term loans and liabilities which were availed of
for construction, operation and development of the Project.
Proceeds of the Issue shall not be utilised towards purchase of land
or for the purposes of making speculative investments in the capital
markets.
Details of the
utilization of the
Proceeds
The Issuer shall not use the Issue Proceeds or any part thereof, for
any purpose other than the ‘Objects of the Issue’, as set out
hereinabove without procuring the prior written consent of the
Majority Debenture Holders, provided that the Issue Proceeds may
be utilised by the Issuer for the purposes of incurring operating and
maintenance expenses in relation to the Project including without
limitation acquisition of fixed assets, to the extent required in
relation to the Project
Coupon Rate The Coupon Rate applicable to each Series of Debentures shall be
the coupon rate set out in Annexure I hereto.
Step up/ Step down
Coupon Rate
The Coupon applicable to the Debentures may be revised, in the
manner and upon the terms and conditions set out in the row titled
‘Coupon Reset Mechanism’ below
Coupon Payment
Frequency
Coupon shall be payable annually on the Coupon Payment Dates
Coupon Payment
Dates
shall mean April 25, 2018 and the dates falling at the expiry of every
12 (Twelve) month period thereof
Coupon Type Fixed
Coupon Reset The Coupon Rate applicable in respect of the Debentures, shall be
23
Mechanism reset on the occurrence of the following events, in the manner and
upon the terms and conditions set out hereinbelow:
(a) The Coupon Rate for each Series of the Debentures, shall stand
increased by 25 bps (Twenty-Five basis points) for each notch
of downgrade of credit rating of the Debentures below
AA+(SO) by any Rating Agency, which increased Coupon Rate
shall apply on and from the date of such revision.
Provided that if at any time after the increase in Coupon Rate
as set out hereinabove, the credit rating assigned to the
Debentures by any 2 (Two) Rating Agencies (or in the event
that the Debentures have been rated by more than 2 (Two)
Rating Agencies, all such Rating Agencies) is revised upwards,
the Coupon Rate for each Series of the Debentures, shall stand
to be reduced by 25 bps (Twenty-Five basis points) for each
notch of upgrade of the credit rating of the Debentures, subject
to the same not reducing below the original Coupon Rate, which
revised Coupon Rate shall apply on and from the date of such
revision in credit rating.
For the avoidance of doubt, it is hereby clarified that the
revision of Coupon Rate as aforesaid, shall be determined on
the basis of the lowest rating assigned by the Rating Agencies
(which have rated the Debentures).
(b) In the event that the Debentures are not redeemed pursuant to
the exercise of the Call Option 2 on or prior to the Call Option
2 Date, the Coupon Rate applicable to the Debentures then
outstanding shall be automatically increased by 50 bps (Fifty
basis points), without requiring any further act, deed or thing to
be done, on and from the date immediately succeeding the Call
Option 2 Date.
Day Count Basis Actual/ Actual
Interest on
Application Money
The Issuer shall pay Interest on Application Money in respect of the
Debentures at the Coupon Rate from the Pay-in Date to the date
immediately preceding the Deemed Date of Allotment. Interest on
Application Money, if any, shall be payable by the Issuer on the
immediately succeeding Coupon Payment Date
Default Interest
Rate
1. In case of default in payment of Coupon and/or Principal
Redemption on the respective due dates, additional interest
(over and above the Coupon payable) shall be payable by the
Issuer at the rate of 2.00% p.a. of the principal amounts
outstanding in respect of the Debentures for the defaulting
period.
2. In case of delay in execution of the Debenture Trust Deed or
other Financing Documents or the Security is not perfected
within the timelines specified therefor, Issuer will pay
additional interest (over and above the Coupon payable) at the
rate of 2% p.a. of the principal amounts outstanding in respect
24
of the Debentures till these conditions are complied with
3. In case of delay in listing of debt securities beyond 20 (Twenty)
calendar days from Deemed Date of Allotment, the Issuer shall
pay additional interest (over and above the Coupon payable) at
the rate of 1% p.a. of the principal amounts outstanding in
respect of the Debentures from expiry of 30 (Thirty) calendar
days from the Deemed Date of Allotment till the listing of such
debt securities.
The default interest payable by the Issuer shall be required to be
paid on the immediately succeeding Coupon Payment Date,
provided that for any particular period it is hereby expressly agreed
between the parties that the additional interest payable by the Issuer
(over and above the Coupon Rate) as a result of the occurrence of
the events specified 1, 2, and/or 3 above, shall be limited to 2% p.a.
of the principal amounts outstanding in respect of the Debentures.
Tenor The tenor of each Series of the Debentures shall be the period
commencing from the Deemed Date of Allotment and expiring on
the Redemption Date, in respect of the relevant Series
Redemption Date The repayment date in respect of each Series of the Debentures,
shall be the repayment date, specified in Annexure I hereto
Redemption
Amount
The Issuer shall redeem each Series of the Debentures, on the
relevant Redemption Date, by making payment of the Principal
Amount of the relevant Series, accrued Coupon, Default Interest
and any other amounts which are required to be paid by the Issuer,
in terms hereof
Redemption
Premium /Discount
NA
Issue Price The Issue Price in respect of the Debentures shall be paid as follows:
Part A Debentures: An amount equal to the Face Value of the
Debentures, shall be required to be paid on or prior to the Deemed
Date of Allotment
Part B Debentures: An amount equal to the Initially Paid up Amount
shall be payable on or prior to the Deemed Date of Allotment and
an amount equal to the Balance Amount shall be payable on the
Fully Paid Up Date
Fully Paid Up Date May 26, 2018
Record Date for
Balance Notice
May 16, 2018
Initially Paid up
Amount
shall mean in respect of each Part B Debenture, an amount of Rs.
3,60,000 (Rupees Three Lakh Sixty Thousand) each, aggregating to
an amount of Rs. 72,00,00,000 (Rupees Seventy Two Crore)
Balance Amount shall mean in respect of each Part B Debenture, an amount of Rs.
6,40,000 (Rupees Six Lakh Forty Thousand) each, aggregating to
an amount of Rs. 128,00,00,000 (Rupees One Hundred and Twenty
Eight Crore)
Procedure for 1 (One) Business Day after the Record Date for the Balance Notice,
25
payment of Balance
Amount by Part B
Debenture Holders
the Issuer shall send notices to the holders of the Part B Debentures
(being the persons reflected as the holders of the Part B Debentures
as of the Record Date for the Balance Notice) (“Relevant Part B
Debenture Holders”), in the format set out in Annexure VII of this
Information Memorandum, requesting the Relevant Part B
Debenture Holders to make payment of the Balance Amount
(“Balance Notice”).
Subject to the provisions set out in this row titled ‘Procedure for
Balance Notice’, the Relevant Part B Debenture Holders shall be
bound to make payment of the Balance Amount to the Issuer on the
Fully Paid Up Date.
Notwithstanding anything to the contrary contained in the aforesaid
provisions, in the event that (a) an Event of Default has occurred
and is subsisting, or (b) any event or circumstance has occurred,
which with, the expiry of a grace period, the giving of notice, the
making of any determination or any combination thereof, would
constitute an Event of Default, the Relevant Part B Debenture
Holders shall not be bound to make payment of the Balance
Amount, on receipt of the Balance Notice (“Balance Amount
Payment Exception”).
Forfeiture of Part B
Debentures
If the Relevant Part B Debenture Holders fail to pay the Balance
Amount (or any part thereof) to the Issuer on the Fully Paid Up Date
(except on the occurrence of a Balance Amount Payment
Exception), the Issuer shall be entitled to forfeit the relevant Part B
Debentures, in which case the holders of the Part B Debentures
which stand forfeited shall, except as contemplated in the
immediately succeeding paragraph, not be entitled to any rights in
respect of the forfeited Debentures.
In the event of forfeiture of any of the Part B Debentures, as a result
of the Relevant Part B Debenture Holders failing to make payment
of the Balance Amount (or any part thereof), the Relevant Part B
Debenture Holders shall be required to indemnify the Company for
any losses, damages or expenses which the Company may suffer as
a result of the Company requiring to make the aforesaid payments
in respect of the Part B Debentures, consequent to forfeiture of such
Part B Debentures
Upon such forfeiture, the Issuer shall return the Initially Paid Up
Amount (and part of Balance Amount received, if any) in respect of
such Part B Debentures less (a) any Coupon already paid by the
Issuer to the Relevant Part B Debenture Holders, and (b) any
amounts required to be paid by the Relevant Part B Debenture
Holders, in terms of the indemnity obligation set out hereinabove
(“Forfeiture Refund Amount”), within 90 Business Days of the
Fully Paid Up Date. It is clarified that, other than return of the
Forfeiture Refund Amount, the Issuer shall not be required to make
any payment (whether towards Coupon or any other amount
26
whatsoever) and shall not have any further obligations in respect of
the forfeited Part B Debentures.
Discount at which
security is issued
and the effective
yield as a result of
such discount
NA
Put Option Date NA
Put Option Price NA
Call Option Date As set out in the rows titled ‘Call Option 1’ and ‘Mechanism for
Call Option 2, Call Option 3 and Call Option 4’
Call Option Price As set out in the rows titled ‘Call Option 1’ and ‘Mechanism for
Call Option 2, Call Option 3 and Call Option 4’
Put Notification
Time
NA
Call Notification
Time
As set out in the rows titled ‘Call Option 1’ and ‘Mechanism for
Call Option 2, Call Option 3 and Call Option 4’
Call Option 1 The Issuer shall have the right, but not the obligation to require
redemption of the Series V Debentures and the Series W Debentures
at any time during the Call Option 1 Period (“Call Option 1”).
In the event that the Issuer is desirous of exercising Call Option 1,
the Issuer shall send a notice in writing (“Call Option 1 Notice”)
to the Debenture Trustee and the holders of the Series V Debentures
and the Series W Debentures, informing them of the exercise of Call
Option 1 atleast 15 (Fifteen) calendar days prior to the proposed
date of redemption (which date shall in any event be a date falling
within the Call Option 1 Period (“Call Option 1 Date”).
In the event that the Call Option 1 Notice is issued, the Issuer shall
redeem the Series V Debentures and the Series W Debentures at par
on the Call Option 1 Date by making payment of the principal
amount of the Series V Debentures and the Series W Debentures,
together with accrued Coupon. It is clarified that the Issuer shall not
be liable to make payment of any prepayment or other charges (by
whatever name called) in relation to the exercise of Call Option 1
in accordance with the terms hereof.
“Call Option 1 Period” shall mean the period commencing on July
1, 2018 and ending on June 30, 2019
Mechanism for Call
Option 2, Call
Option 3 and Call
Option 4
The Issuer shall have the right, but not the obligation, to redeem the
Debentures on the Call Option 2 Date (“Call Option 2”), Call
Option 3 Date (“Call Option 3”) or Call Option 4 Date (“Call
Option 4”).
In the event that the Issuer is desirous of exercising Call Option 2,
Call Option 3, or Call Option 4, the Issuer shall send a notice in
writing (“Call Option Notice”) to the Debenture Trustee and the
Debenture Holders, informing them of exercise of the Call Option
2, Call Option 3, or Call Option 4 (as applicable), at least 15
27
(Fifteen) calendar days prior to the Call Option 2 Date, Call Option
3 Date, or Call Option 4 Date, as applicable.
In the event that the Call Option Notice is served by the Issuer as
provided for hereinabove, the Issuer shall be required to redeem all
the Debentures then outstanding on the Call Option 2 Date, Call
Option 3 Date, or Call Option 4 Date, as applicable, at par, by
making payment of the principal amount of the Debentures,
together with accrued Coupon. It is clarified that the Issuer shall not
be liable to make payment of any prepayment or other charges (by
whatever name called) in relation to the exercise of the Call Option
2, Call Option 3, or Call Option 4 in accordance with the terms
hereof.
“Call Option 2 Date” shall mean April 25, 2027;
“Call Option 3 Date” shall mean April 25, 2032;
“Call Option 4 Date” shall mean April 25, 2037;
Rating Trigger If the rating falls to or below AA-(SO) by any Rating Agency, then
without prejudice to the Coupon Reset Mechanism as set out
hereinabove, the Debenture Trustee shall be entitled to send a
notice, in writing (“Rating Acceleration Notice”), requiring
redemption of the Debentures by requiring the Issuer to make
payment of the outstanding principal amount along with accrued
Coupon and all other monies due in respect thereof. The Issuer shall
be required to redeem the Debentures, as aforesaid, within 180 days
of the date of the Rating Acceleration Notice.
Accelerated
Repayment
In the event that on or prior to July 1, 2038, the term of the
Transmission License granted by the Central Electricity Regulatory
Commission to the Company is not extended (“Accelerated
Repayment Event”), the Debenture Holders shall be entitled to
require the Company to redeem the Debentures (which are
outstanding as on the date of occurrence of the Accelerated
Repayment Event) (“Accelerated Repayment Option”).
In the event that the Majority Debenture Holders choose to exercise
the Accelerated Repayment Option, the Debenture Trustee shall
inform the Company of the exercise by the Debenture Holders of
the Accelerated Repayment Option, by sending a notice, in writing
to the Company (“Accelerated Repayment Notice”).
In the event that the Accelerated Repayment Notice is issued by the
Debenture Trustee, as aforesaid, the Company shall be required to
redeem all the Debentures (which are outstanding as on the date of
occurrence of the Accelerated Repayment Event), within 180 (One
Hundred and Eighty) calendar days of the date of the Accelerated
Repayment Notice (“Accelerated Repayment Date”).
In the event that the monies required for redemption of the
28
Debentures are not available in the Escrow Account, on the date
falling 5 (Five) calendar days prior to the Accelerated Repayment
Date, the Debenture Trustee shall be entitled to liquidate all
Permitted Investments which have been made from the monies
lying to the credit of the Escrow Account to the extent required to
redeem the Debentures on the Accelerated Repayment Date
Face Value Rs 10,00,000 per debenture
Minimum
Application and Lot
Size
1 (One) Debenture and in lots of 1 (One) Debentures thereafter
Issue Timing 1. Issue Opening Date: March 31, 2017
2. Issue Closing Date: March 31, 2017
3. Pay-in Date: March 31, 2017
4. Deemed Date of Allotment: March 31, 2017
Issuance Mode Demat only
Trading mode of the
Instrument
Demat only
Settlement mode of
the Instrument
Cheque / NEFT/ RTGS
Depository National Securities Depository Limited
Business Day Means any day of the week (excluding Saturdays, Sundays, and any
other day which is a public holiday for the purpose of Section 25 of
the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks
and money markets are open for general business in Mumbai
Business Day
Convention
If any Coupon Payment Dates fall on a day which is not a Business
Day, the payment may be made on the immediately succeeding
Business Day however the dates of the future coupon payments
would be as per the schedule originally stipulated at the time of
issuing the Debentures. In other words, the subsequent coupon
schedule would not be disturbed merely because the payment date
in respect of one particular coupon payment has been postponed
earlier because of it having fallen on a day which is not a Business
Day.
If the Redemption Date falls on a day which is not a Business Day,
payment of principal amount (along with part-interest) shall be
made one Business Day prior to the Redemption Date.
Record Date 7 (Seven) Business Days prior to each Coupon Payment Date /
Redemption Date
DSRA 50% of annual interest and principal obligations of the Issuer in
respect of the Debentures (“DSRA Amount”) shall be required to
be maintained by the Issuer as a debt service reserve (“Debt Service
Reserve”), which Debt Service Reserve may be maintained by the
Issuer, in one or more of the following forms:
(a) by deposited and maintaining cash into the Debt Service
Reserve Account (“DSRA”);
(b) as an overdraft or cash credit facility (which may be drawn
29
down by the Debenture Trustee, in the event of any shortfall in
the NCD Sub Account, 1 (One) calendar days prior to any due
date; or
(c) in the form of a bank guarantee of a scheduled commercial bank
rated at least AA, procured by the Issuer (“DSRA BG”), which
guarantee may be invoked in the event of any shortfall in the
NCD Sub Account, 1 (One) calendar days prior to any due date.
In the event that DSRA in the form of a DSRA BG is sought to be
provided,
(a) such DSRA BG shall either be available at all times during the
tenor of the Debentures or shall be renewable 30 (Thirty)
calendar days prior to its expiry date. In the event of any failure
of the Issuer to comply with the aforesaid, the Debenture
Trustee shall be entitled to invoke the DSRA BG 7 (Seven)
calendar days prior to its expiry;
(b) in the event that the long term rating of the scheduled
commercial bank which has issued the DSRA BG, falls below
AA, the Issuer shall procure the issuance of a new DSRA BG
form any other scheduled commercial bank, with a long term
rating of AA within 60 (Sixty) calendar days of the date of such
event. In the event of any failure of the Issuer to comply with
the aforesaid, the Debenture Trustee shall be entitled to invoke
the DSRA BG already provided for the full amount of the
DSRA BG.
The Issuer shall be obliged to maintain the Debt Service Reserve,
as aforesaid at all times from the date falling at the expiry of the 90
(Ninety) calendar days of the Deemed Date of Allotment and upto
the redemption, in full, of the Debentures.
It is clarified that, subject to applicable law, the Issuer may treat and
construe, the DSRA Amount (if any) maintained by it in the form
of cash standing to the credit of the DSRA towards compliance by
it of Rule 18(7)(c) of the Companies (Share Capital and Debentures)
Rules, 2014.
It is hereby further agreed that in the event that at any point in time
after the creation of the DSRA, as aforesaid, the amount of Debt
Service Reserve maintained in the DSRA Account is not equal to
the DSRA Amount, the Sponsor shall be obliged to deposit monies
into the DSRA Account which shall be the lower of (a) the
aggregate of (i) accumulated dividends paid and value of buybacks
effectuated, on and from the Deemed Date of Allotment, and (ii) the
Sponsor Permitted Investments (which are outstanding as on the
relevant date) which have been placed by the Issuer with the
Sponsor, or (b) the difference between the DSRA Amount and the
Debt Service Reserve actually maintained by the Issuer. The
30
aforesaid obligation of the Issuer shall also be set out in the Sponsor
Pledge Undertaking.
In the event that the funds available in the NCD Sub-Account are
not sufficient for meeting payments due in respect of the
Debentures, 2 days prior to the Coupon /principal due date, the
Debenture Trustee shall be entitled to (a) require transfer of monies
from the DSRA Account to the NCD Sub-Account or (b) invoke the
DSRA BG or (c) draw on the overdraft/ cash credit facility (to the
extent the DSRA Amount is maintained in such form) (as
applicable), on T-1 days (T being the due date) to meet the
scheduled payouts to the Debenture Holders.
Security Subject to compliance with any conditions stipulated in the Project
Documents, the Debentures together with Coupon, Default Interest,
cost and charges, expenses and all other monies and all other
amounts stipulated and payable to the Debenture Holders
(“Secured Obligations”) shall be secured inter-alia by:
(i) First ranking pari passu charge/ hypothecation on the
movable assets of the Issuer, i.e. movable plant and
machinery, spares, tools and accessories, furniture, fixtures,
vehicles, present and future, intangible, goodwill,
intellectual property, present and future, in favour of the
Debenture Trustee;
(ii) First ranking pari passu charge/ mortgage on:
(a) All the rights, title, interest, benefits, claims and
demands whatsoever of the Issuer in the Project
Documents and operation and maintenance related
agreements which the Issuer is party to, contractor
guarantees, liquidated damages and all other contracts
relating to the project, duly acknowledged consented by
the relevant counter parties to such Project Documents;
(b) All the rights, title, interest, benefits, claims and
demands whatsoever of the Issuer in the clearances
pertaining to the Project, both present and future;
(c) All the rights, title, interest, benefits, claims and
demands whatsoever of the Issuer in letter of credit,
guarantee, performance bond, corporate guarantee, bank
guarantee provided by any party to the Project
Documents; and
(d) The insurance proceeds,
(e) All bank account(s) of the Issuer, including without
limitation the Escrow Account (“Transaction
Accounts”) and the monies lying to the credit thereof,
from time to time;
(f) all book debts, receivables, commissions, revenues of
whatsoever nature and wherever arising, of the Issuer,
present and future
in favour of the Debenture Trustee under this Deed;
(iii) First ranking pari passu mortgage on the immovable
31
property of the Issuer, present and future, provided that land
admeasuring 1732 sq ft bearing plot number 64 situated at
Sri Sai Gardens comprised in Sy. Nos 21/1 and 21/2A
situated at Serkadu Road, No. 86, Walajabad Village,
Kancheepuram Taluk, Kancheepuram District shall not be
mortgaged and may be sold by the Issuer
The Issuer shall not be entitled to create any further charge or
encumbrance over the assets of the Issuer, set out hereinabove
(“Secured Assets”) without procuring the prior written consent of
the Debenture Trustee, provided that the upfront consent of the
Debenture Trustee and the Debenture Holders is hereby provided
for the creation of a first ranking pari passu or subordinate charge
or encumbrance over the Secured Assets, to secure the obligations
of the Issuer in relation to the Working Capital Facility and/or the
Additional Facility (“Permitted Security Interests”), provided
that (a) at the time of creation of such additional encumbrances,
there is no event of default outstanding in relation to the Debentures,
and (b) the Permitted Security Interests created by the Issuer over
the Escrow Account shall be subject to the escrow mechanism and
the provisions set out in the escrow agreement.
The security over the Secured Assets shall be created and perfected
within a maximum period of 90 calendar days from the date of the
Deemed Date of Allotment. It is hereby further agreed that in the
event of the occurrence of an Event of Default, without prejudice to
the other rights of the Debenture Holders, the Debenture Trustee
shall be entitled to require the Sponsor to create a first ranking
exclusive pledge over shares of the Issuer which shall be equivalent
to 51% (Fifty One percent) of the total share capital of the issuer,
on a fully diluted basis (“Default Share Pledge”).
In respect of the above, the Sponsor shall within 90 (Ninety)
calendar days of the Deemed Date of Allotment execute an
undertaking in favour of the Debenture Trustee, agreeing to create
the Default Share Pledge on the occurrence of an Event of Default
as aforesaid (“Sponsor Pledge Undertaking”) and agreeing to
execute of a deed of pledge (an agreed form whereof shall be
annexed to the Sponsor Pledge Undertaking). The Sponsor shall
also be required to execute a power of attorney (“Sponsor PoA”) in
favour of the Debenture Trustee, authorising the Debenture Trustee
to create the Default Share Pledge and to sign, execute and deliver
all necessary forms and documents and to do all acts deeds and
things as may be required for the creation of the Default Share
Pledge.
Permitted
Indebtedness
The Parties agree and acknowledge that the Issuer has issued certain
mezzanine non-convertible debentures, of an amount of Rs. 128.40
Crores (“Mezzanine NCDs”), which shall be required to be
redeemed by the Issuer, during the period between, May 28, 2018
and June 8, 2018, (both dates inclusive), as per the terms and
conditions of the Mezzanine NCDs.
The Issuer shall not be entitled to avail of any financial
32
indebtedness, without procuring the prior written consent of the
Debenture Trustee, provided that the aforesaid condition shall not
apply to and the Issuer shall be entitled to avail of, the following
permitted indebtedness, in the manner and upon the terms and
conditions set out hereinbelow:
(a) Issuer is permitted at any time to undertake further funded and /
or non-funded working capital borrowings, including without
limitation, the overdraft or cash credit or bank guarantee facility
for the DSRA Amount of an amount of upto Rs. 100 crores
(“Working Capital Facility”)
(b) At any time after the Issuer has redeemed Series V Debentures
and Series W Debentures pursuant to the exercise of Call Option
1, the Issuer is permitted to avail of further senior borrowings of
an amount equal to or less than the amounts redeemed under
Series V and Series W (“Additional Facility”), provided that
(i) no principal amounts shall be payable towards the Additional
Facility prior to the Redemption Date applicable to the Series U
Debentures and (ii) the DSCR of the Issuer, calculated on the
basis of the immediately preceding audited financial statements
available with the Issuer, after assuming that the Additional
Facility was drawn down during the relevant period, remains
equal to or above the Target DSCR.
(c) Any borrowings from the Sponsor, provided that any such
borrowings shall be unsecured and shall be subordinated to
these Debentures
(d) In the event of forfeiture of Part B Debentures, the amount
corresponding to the face value of the Debentures, forfeited by
the Issuer.
Escrow Account The escrow account shall be opened and maintained by the Issuer
with Yes Bank Limited (“Escrow Bank”), on terms and conditions
which are mutually agreed and set out in the escrow agreement,
executed in relation to such account (“Escrow Agreement”) by the
Issuer, the Debenture Trustee and the Escrow Bank.
The Escrow Account shall be required to be opened and the Escrow
Agreement shall be required to be executed within 90 (Ninety)
calendar days of the Deemed Date of Allotment.
Notwithstanding anything to the contrary contained herein, in the
event that the long term rating of Yes Bank Limited falls below AA,
the Company shall be entitled to open an escrow account with
another scheduled commercial bank with a long term rating of AA
(and require transfer of all monies into such account) and execute
an escrow agreement with such bank, on terms and conditions as set
out in this Information Memorandum. All references to the term
‘Escrow Bank’ and the term ‘Escrow Account’ shall on and from
the date of such transfer be references to such new scheduled
commercial bank and the new escrow account maintained with such
bank.
Cash Flow All cash flows of the Project including all receivables under the
33
Waterfall
Transmission Services Agreement / Revenue Sharing Agreement
(“RSA”) shall be directly credited in the Escrow Account. All
payments from the Escrow Account would be subject to the
waterfall mentioned below:
1. Payment of statutory dues/taxes
2. Payment of operating expenses
3. Payments to the Debenture Holders on the due date (including
any payments which may require to be made as a result of
exercise of Call Option 1, Call Option 2, Call Option 3, or Call
Option 4) (“NCD Sub-Account”), provided that on availment
of the Additional Facility, in the manner set out hereinabove,
the Escrow Bank shall also create an ‘Additional Facility Sub-
Account’, at the same priority in the waterfall as the NCD Sub-
Account, funding of which accounts shall be undertaken in the
ratio of the principal amounts outstanding in respect of the
Debentures and the Additional Facility (“NCD-Additional
Facility Distribution Mechanism”)
4. DSRA: Towards maintenance of DSRA Amount (if maintained
in the form of cash) or towards top-up of an existing bank
guarantee obtained in respect of the DSRA Amount or towards
repayment of amounts drawn on the overdraft/ cash credit
facility (in case the DSRA Amount is maintained in such form)
provided that on availment of the Additional Facility, in the
manner set out hereinabove, the Escrow Bank shall also create
an ‘Additional Facility DSRA, and the monies available in the
Escrow Account shall be distributed between the NCD DSRA
and the Additional Facility DSRA, in accordance with the NCD-
Additional Facility Distribution Mechanism
5. Payments towards Mezzanine NCDs (“Mezzanine NCD Sub-
Account”)
6. On the occurrence of a Cash Trap Trigger Event, the Issuer shall
be obliged to deposit the Cash Trap Trigger Amount into this
sub-account, whether from the Distribution Sub-Account
(including by way of liquidation of Permitted Investments made
from the funds lying to the credit of the Distribution Sub-
Account) or otherwise (“Cash Trap Sub-Account”). In the
event that for any reason the monies deposited into this sub-
account by the Issuer (including without limitation from transfer
of monies from the Distribution Sub-Account) are not equal to
the Cash Trap Trigger Amount, any monies which are available
in the Escrow Account after making the distributions as
aforesaid, shall be transferred into the Cash Trap Trigger
Account to the extent required to ensure that the monies
available in the Cash Trap Trigger Account are equal to the Cash
Trap Trigger Amount.
Monies in the Cash Trap Sub-Account can be used for Permitted
Investments except for investments in CPs/CDs or for providing
Sponsor Permitted Investments. In the event that on the date
falling 3 days prior to the Coupon /principal due date, the
34
monies available in the NCD Sub-Account are not sufficient for
debt servicing, the Debenture Trustee shall be entitled to
liquidate any Permitted Investments made out of the monies
lying to the credit of the Cash Trap Sub-Account and transfer
all amounts lying in the Cash Trap Sub-Account (including the
proceeds of the Permitted Investments so liquidated) to the
NCD Sub Account and utilise the same for debt servicing to the
extent required for such purpose. In the event the relevant Cash
Trap Trigger Event ceases to subsist as set out in the row titled
‘Cash Trap Triggers’, all monies available in the Cash Trap
Sub-Account (including monies received after liquidation of
Permitted Investments made out of monies in the Cash Trap
Account) shall be transferred to the Distribution Sub-Account.
7. All monies available in the Escrow Account after making
distributions as set out hereinabove shall be maintained in this
sub-account (“Distribution Sub-Account”). All monies
available in the Distribution Sub-Account may be utilised for
(a) transfer of all such monies into any of the foregoing accounts
in the event that any monies are required to be paid out of such
accounts (b) making Permitted Investments, (c) servicing of the
Debentures, the Working Capital Facility, the Mezzanine NCDs
and/or the Additional Facility or (d) for payment of dividends,
buybacks or for repayment of financial indebtedness availed of,
from the Sponsor (“Sponsor Payments”), provided that the
monies available in the Distribution Sub-Account may be
utilised for Sponsor Payments only after it is determined that the
Target DSCR has been maintained for the immediately
preceding financial year on the same being tested as per the
terms hereof, provided further that (a) Sponsor Payments may
be made by the Issuer only once in a financial year, and (b) the
amount of dividends paid or the value of buybacks effectuated
by the Issuer to the Sponsor shall be restricted to the profit after
tax accumulated from October 1, 2016 to the relevant DSCR
Testing Date as reduced by dividends paid and the value of
buybacks effectuated in such period.
In the event that on the date falling 3 days prior to the Coupon
/principal due date, the monies available in the NCD Sub-
Account (after transfer of the monies available in the Cash Trap
Sub-Account) are not sufficient for debt servicing, the
Debenture Trustee shall be entitled, to the extent of the shortfall,
to (A) Firstly, transfer amounts lying in the Distribution Sub-
Account to the NCD Sub-Account, and (B) Secondly, liquidate
Permitted Investments made out of the monies lying to the credit
of the Distribution Sub-Account and transfer such proceeds of
the Permitted Investments so liquidated to the NCD Sub-
Account.
8. In the event that the funds available in the NCD Sub-Account is
insufficient for meeting NCD payouts 2 day prior to the Coupon
35
/principal due date, the Debenture Trustee would be entitled to
invoke the DSRA BG or draw on the overdraft/ cash credit
facility (to the extent the DSRA Amount is maintained in such
form) (as applicable) on T-1 days (T being the due date) to meet
the scheduled payouts to the Debenture Holders.
Cash Trap Trigger
Amount
(a) in the event that the Cash Trap Trigger Event has occurred
due to the occurrence of an Event of Default which has not
been cured to the satisfaction of the Debenture Trustee, all
monies which are available in the Escrow Account for
distribution (including Permitted Investments made out of the
Escrow Account), as set out in the row titled ‘Cash Flow
Waterfall’;
(b) in the event that the Cash Trap Trigger Event has occurred
due to the occurrence of any other event, the difference
between
(i) the aggregate of (A) opening cash balance (including
opening balance of cash equivalents and Permitted
Investments) at the beginning of the relevant Testing
Period less the Coupon and Principal payments in
respect of the Debentures made by the Issuer for the
Testing Period, (B) profit after tax for such period; (C)
depreciation and amortisation of tangible and
intangible assets for such period; (D) interest as
reflected in the profit and loss account of the Issuer for
such period; (E) other financing costs payable for such
period; (F) deferred tax liability for such period; and
(G) any other non-cash expenses appearing in the
profit & loss statement of the issuer for such period;
and
(ii) Coupon and Principal payments in respect of the
Debentures made in the relevant Testing Period
Notwithstanding anything to the contrary contained herein, it is
hereby expressly provided that any redemption of Debentures,
pursuant to the exercise of a call option, shall not be taken into
account for the computation of the Coupon and Principal Amount
payments made in a Testing Period, for the purposes of the aforesaid
formula.
DSCR shall, on any DSCR Testing Date, mean the ratio of (a) to (b) below:
(a) the aggregate of (i) opening cash balance (including opening
balance of cash equivalents and Permitted Investments) as at the
beginning of the relevant Testing Period less the Coupon and
Principal payments in respect of the Debentures made by the
Issuer for the Testing Period, (ii) profit after tax for such period;
(iii) depreciation and amortisation of tangible and intangible
assets for such period; (iv) interest as reflected in the profit and
loss account of the Issuer for such period; (v) other financing
costs payable for such period; (vi) deferred tax liability for such
period; and (vii) any other non-cash expenses appearing in the
profit & loss statement of the issuer for such period; and
36
(b) Coupon and Principal payments in respect of the Debentures
made for the Testing Period;
“DSCR Testing Date” shall mean March 31, 2018 and the dates
falling at the expiry of every 12 (Twelve) month period thereafter.
“Testing Period” shall mean the financial year immediately
preceding the relevant DSCR Calculation Date.
“DSCR Calculation Date” shall mean June 30, 2018 and the dates
falling at the expiry of every 12 (Twelve) month period thereafter.
“Target DSCR” shall mean a DSCR equal to 1.10
The DSCR shall be calculated by the Issuer for a particular DSCR
Testing Date, on or prior to the DSCR Calculation Date based on the
audited financial statements provided by the Issuer. The Issuer shall
also be required to submit a certification of the DSCR calculation
from the statutory auditor of the Issuer.
Notwithstanding anything to the contrary contained herein, it is
hereby expressly provided that any redemption of Debentures,
pursuant to the exercise of a call option, shall not be taken into
account for the computation of the Coupon and Principal Amount
payments made in a Testing Period, for the purposes of the aforesaid
formula.
Cash Trap Trigger
Event(s)
1. If DSCR is lower than the Target DSCR, and until the date on
which the DSCR calculated as set out hereinabove becomes at
least equal to or higher than the Target DSCR
2. Notwithstanding anything contained in 1 above, in the event that
the DSCR is below the Target DSCR for 3 (three) consecutive
years, the Cash Trap Trigger Event shall continue until the date
on which the DSCR calculated as set out hereinabove for two
consecutive years is equal to or higher than the Target DSCR
3. Occurrence of an Event of Default which has not been cured to
the satisfaction of the Debenture Trustee
It is hereby expressly clarified that the Issuer has no obligation to
maintain the Target DSCR and the Target DSCR shall only be utilised
to determine whether a Cash Trap Trigger Event has occurred or not.
Permitted
Investments
1. Investments in liquid mutual fund debt schemes
2. CPs or CDs with a minimum rating of A1+ issued by a company
which has been assigned a long-term credit rating of AA or
above, or
3. Fixed deposits with a bank with a minimum long term rating of
AA or above
4. Placing ICD with the Sponsor or a Group Company which may
be called on/ accelerated by the Issuer such that the relevant
person is required to make payment thereof, on the date falling
3 (Three) calendar days prior to any due date (“Sponsor
37
Permitted Investments”)
Permitted
Transferee
1. If it is an incorporated company, it is rated at least A+ by ICRA
Limited and/or India Ratings and Research Private Limited
and/or Crisil Limited and/or Credit Analysis and Research
Limited, in case of an Indian company or at least investment
grade international rating if it is a foreign
company/conglomerate.
2. An eligible financial investor (if not covered in 1 above)
permitted to acquire the shares of the Issuer and/or Control of
the Issuer, including without limitation Foreign Portfolio
Investors, Foreign Venture Capital Investor or a domestic
venture capital investor.
Change of Control
Provision
The Issuer shall not and shall ensure that the Sponsor does not,
undertake any transaction which would result in the Sponsor
ceasing to have majority shareholding and/or Control of the Issuer,
without procuring the prior written consent of the Debenture
Trustee, provided that the upfront consent of the Debenture Trustee
and the Debenture Holders is provided for any change in Control of
the Issuer in favour of a Permitted Transferee which is effectuated
as per the following terms
(a) At least 51% of the share capital together with management
control of the Issuer is transferred to such Permitted Transferee;
(b) no Event of Default is outstanding at the time of such transfer;
(c) any ICDs which are availed of by the Sponsor or the Group
Companies have been repaid, prior to such transfer
(d) any loans provided by the Sponsor or the Group Companies to
the Issuer are also assigned to such transferee prior to such
transfer or are repaid from the Distribution Sub-Account in
accordance with the terms of the Escrow Agreement prior to
such transfer;
(e) the Permitted Transferee shall also have executed a sponsor
pledge undertaking and a sponsor power of attorney, on material
terms and conditions which are materially similar to the terms
and conditions set out in the Sponsor Pledge Undertaking and
the Sponsor PoA
Key Covenants 1. Issuer shall not undertake any capacity augmentation beyond
the scope as defined in the Transmission Service Agreement or
as may be permitted by the relevant authority.
2. Issuer shall not bid for any new projects
3. Payments to related party O&M Contractors if any, will be on
an arms-length basis
4. The Issuer shall not use the Issue Proceeds or any part thereof,
for any purpose other than the ‘Objects of the Issue’, as set out
hereinabove without procuring the prior written consent of the
Majority Debenture Holders, provided that the Issue Proceeds
may be utilised by the Issuer for the purposes of incurring
operating and maintenance expenses in relation to the Project
including without limitation acquisition of fixed assets, to the
extent required in relation to the Project.
38
5. The Issuer shall not be entitled to avail of any financial
indebtedness, without procuring the prior written consent of the
Debenture Trustee, except as set out in the row titled ‘Permitted
Indebtedness’.
Debenture Trustee IDBI Trusteeship Services Limited
Representations
and Warranties
As are customary to transactions of this nature
Majority
Debenture Holders
Debenture Holder(s) holding an aggregate amount representing not
less than 75% (Seventy-Five Percent) of the value of the nominal
amount of the Debentures for the time being outstanding.
It is however clarified that if a resolution is required to be passed in
relation to a matter concerning a particular Series then the term
“Majority Debenture Holder(s)” shall mean the Debenture
Holder(s) of that Series holding an aggregate amount representing
not less than 75% (Seventy-Five percent) of the value of the
nominal amount of the said Series of Debentures for the time being
outstanding;
Waivers,
Amendments and
Modifications
The Debenture Trustee may grant any waivers or agree to make any
modifications or amendments to the Transaction Documents which
in the opinion of the Debenture Trustee is of a formal, minor or
technical nature or is to correct a manifest error
The grant of any other waiver or the making of any other change or
modification to the Transaction Documents shall require approval
by the Majority Debenture Holders
Transaction
Documents
1. Debenture Trust Deed, which shall be required to be executed
within 90 (Ninety) calendar days of the Deemed Date of
Allotment
2. Debenture Trustee Agreement
3. Trust & Retention Account Agreement/ Escrow Agreement
4. Sponsor Pledge Undertaking
5. Sponsor PoA
6. Deed of Hypothecation, which shall be required to be executed
within 90 (Ninety) calendar days of the Deemed Date of
Allotment.
7. Any other agreement or document as required by Debenture
Trustee
Project Documents 1. Transmission License
2. Transmission Service Agreement
3. Model Transmission Service Agreement
4. Revenue Sharing Agreement
5. O&M Agreement
6. Any other documents as designated by the Debenture Trustee
Conditions
precedent to
Disbursement
1. Execution of the Debenture Trustee Agreement;
2. Submission of provisional rating letters from a Rating Agency,
in relation to the Debentures;
3. Submission of certified true copies of corporate authorisations
passed by the Issuer which are required by the Issuer for
issuance of the Debentures and for the creation of the security
39
interests in terms hereof;
4. Procurement of in-principle approval from BSE, in relation to
the listing of the Debentures;
Conditions
subsequent to
Disbursement
Customary to the nature of such financing, including without
limitation (a) submission of certified true copies of the corporate
authorisations passed by the Sponsor in relation to the execution of
the Sponsor Pledge Undertaking and the Sponsor PoA and
consenting to the creation of the Default Share Pledge, in the
manner and upon the terms and conditions herein contained and
execution of the relevant documents by the Sponsor, in the manner
and upon the terms and conditions contained herein, (b) submission
of the acknowledgement letter, from the Central Electricity
Regulatory Commission, as set out in the row titled ‘Security’, and
(c) procurement of rating letters from the Rating Agencies,
assigning a final rating to the Debentures
Events of Default Subject to a cure period of 90 calendar days for the Events of
Default mentioned below (other than an Event of Default arising as
a result of a payment default for which no cure period shall be
available, except in case of any technical delays for which cure
period of 1 (One) Business Day shall be provided).
1. Payment default on the Debentures by the Issuer;
2. Material breach of any representations, warranties,
covenants and undertakings;
3. Abandonment of the Project on grounds other than Force
Majeure
4. Suspension of the operation of the Project (other than due to
occurrence of a Force Majeure Event) leading to a
Termination event
5. Insurance not in full force and effect, and not renewed or
revalidated within 30 days
6. Termination notice under TSA/Transmission License
7. In the event that the Issuer ceases to carry on its business or
gives notice of its intention to do so;
8. In the event that an order has been passed by a tribunal or a
special resolution has been passed by the members of the
Issuer for the winding up of the Issuer;
9. In the event that the Issuer creates or attempts to create (by
execution of definitive documents) an encumbrance on the
secured assets (or any part thereof) without procuring the
prior approval of the Debenture Trustee or the Debenture
Holders;
10. In the event that in the opinion of the Debenture Trustee, the
security created for the benefit of the Debenture Holders, is
in jeopardy, provided that the security created for the benefit
of the Debenture Holders shall be deemed to be in jeopardy
only in the event that a liquidator is appointed in respect of
the secured assets or in the event that any attachment,
distress, execution or other process is enforced or levied
upon in respect of the secured assets;
11. In the event that credit letter(s) assigning final rating to the
40
Debentures are not procured within 120 (One Hundred and
Twenty) calendar days from the Deemed Date of Allotment.
Provision relating to
cross default
NA
Consequences of an
Event of Default
1. Applying all cash proceeds arising from the operations of
the Project on the Transaction Account towards repayment
of the Issuer’s obligations to the Debenture holders and not
allowing any money to be withdrawn from the Escrow
Account other than towards debt servicing
2. Liquidation or acceleration of all Permitted Investments
3. Acceleration for immediate payment for any Event of
Default (post cure period)
4. Enforcement of security and any rights available under
Debenture documents
5. Applying the amounts standing to the credit of the
transaction accounts and Permitted Investments (including
liquidation and acceleration of any ICDs provided to the
Sponsor Group Companies) towards payments of dues
under the Debentures
6. Exercise any and all substitution rights as specified in the
Transmission Service Agreement
7. Exercise all or any rights or remedies of the Issuer under one
or more Project Documents against any parties to such
Project Documents; and
8. Exercise such other remedies as permitted or available under
Applicable Law.
Roles and
Responsibilities of
Debenture Trustee
To oversee and monitor the overall transaction for and on behalf of
the Debenture Holders as detailed in the Debenture Trust Deed
Governing Law &
Jurisdiction
The validity, interpretation, implementation and resolution of
disputes arising out of or in connection with documents executed in
relation to the Issue (“Transaction Documents”) shall be governed
by the laws of India.
Disputes and any legal action or proceedings arising out of the
Debenture Documents may be brought in the competent court or
tribunal in Chennai and shall be subject to the non-exclusive
jurisdiction of the competent court or tribunal in Chennai, provided
however that the Debenture Trustee and the Debenture Holders
shall be entitled to approach any court or tribunal
Taxes, Duties, Costs
& Expenses
Relevant taxes, duties and levies are to be borne by the Issuer.
All charges/fee and any amounts payable by the Issuer to the
Debenture Holders as mentioned here-in do not include any
applicable taxes, levies including service tax etc shall be borne by
the Issuer.
Debenture Holders/
Debenture Trustee
Acknowledgement
The Debenture Trustee on behalf of the Debenture Holders
acknowledges that the provisions of TSA (to the extent applicable)
shall apply in respect of the financing
41
SECTION 7: REGULATORY DISCLOSURES
The Information Memorandum is prepared in accordance with the provisions of SEBI Debt
Listing Regulations and in this section, the Issuer has set out the details required as per Schedule
I of the SEBI Debt Listing Regulations.
7.1 Documents Submitted to the Exchanges
The following documents have been / shall be submitted to the Bombay Stock
Exchange (“BSE”):
(a) Memorandum and Articles of Association of the Issuer and the resolution
passed by the Board of Directors for the allotment of the Debentures.
(b) Copy of the shareholder resolution(s) dated March 29, 2017 authorizing the
issue of the Debentures.
(c) Copy of the Board / Committee resolution, dated March 15, 2017 authorizing
the borrowing and security creation and list of authorized signatories.
(d) Copy of last 3 (Three) years audited Annual Reports.
(e) Statement containing particulars of, dates of, and parties to all material
contracts and agreements.
(f) Undertaking from the Issuer stating that the documents for the creation of the
charge, including the Debenture Trust Deed, shall be executed within the time
frame specified, and uploaded on the website of the Designated Stock
Exchange, where the Debentures are listed, within a period of 5 (Five) working
days of the execution of the same.
(g) Any other particulars or documents that the recognized stock exchange may
call for as it deems fit.
(h) An undertaking from the Issuer that all requisite permissions/ consents have
been obtained from any prior creditor(s) or debenture trustee, if any, to whom
the secured property has been charged, for the creation of an additional second
ranking charge over the secured property in favour of the Debenture Trustee.
7.2 Documents Submitted to Debenture Trustee
The following documents have been / shall be submitted to the Debenture Trustee:
(a) Memorandum and Articles of Association of the Issuer and necessary
resolution(s) for the allotment of the Debentures;
(b) Copy of last 3 (Three) years’ audited Annual Reports;
(c) Statement containing particulars of, dates of, and parties to all material
contracts and agreement;
(d) Latest audited financial information (profit & loss statement, balance sheet and
cash flow statement) and auditor qualifications, if any;
42
(e) An undertaking to the effect that the Issuer would, till the redemption of the
Debentures, submit the details mentioned in point (d) above to the Debenture
Trustee within the timelines as mentioned in Simplified Listing Agreement
issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05, dated May
11, 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) calendar 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) working days of their specific request.
7.3 Name and Address of Registered Office of the Issuer
Name: Kudgi Transmission Limited
Registered Office of Issuer: Post Box No 979, Mount Poonamallee
Road, Manapakkam, Chennai 600089,
Tamil Nadu, India.
Corporate Office of Issuer: Post Box No 979, Mount Poonamallee
Road, Manapakkam, Chennai 600089,
Tamil Nadu, India.
Tel: +91 44 22526000/8000
Fax: +91 44 22528724
Email: [email protected]
Compliance Officer of Issuer: Mr. R. G. Ramachandran
Company Secretary
Post Box No. 979, Mount Poonamallee
Road, Manapakkam, Chennai 600089.
Tel: +91 44 22528704
Email : [email protected]
CFO of Issuer: Mr. Satnam Singh
Address: Post Box No.979, Mount
Poonamallee Road, Manapakkam,
Chennai 600089.
Trustee to the Issue: IDBI Trusteeship Services Ltd
Address: Ground Floor, Asian Building,
17, R Kamani Rd, Ballard Estate, Fort,
Mumbai, Maharashtra 400001
Tel: +91 22 4080 7000
Registrar to the Issue: NSDL Database Management Limited
4th Floor, ‘A’ wing, Trade World, Kamala
Mills Compound, Senapati Bapat Marg,
Lower Parel, Mumbai-400013, India.
Upfront Rating Agencies ICRA Limited and CRISIL Limited
Auditors of the Issuer: M/s M.K.Dandeker & Co
Address: No.244, Angappa Naicken
Street, 2nd Floor, Chennai – 600 001.
43
7.4 A brief summary of business / activities of Issuer and its line of business
7.4.1. Overview:
Objective of Kudgi Transmission Limited (“KTL”) is to establish the transmission
system required for evacuation of power from Kudgi TPS (3x800 MW in Phase-I) of
NTPC Limited on build, own, operate and maintain (BOOM) basis, to the identified
long term transmission customers.
7.4.2. Corporate Structure:
KTL is a 99.99% (Ninety – Nine point Nine Nine Percent) subsidiary of the Sponsor.
The Sponsor is a 97.45% (Ninety-Seven point Four Five Percent) subsidiary of Larsen
& Toubro Limited (balance equity shareholding of 2.55% (Two point Five Five
Percent) held by financial investor Old Lane Mauritius III Limited).
7.4.3. Key Operational and Financial Parameters for the last 3 (Three) audited years:
(Rs. Crore*)
Parameters FY 2016 FY 2015 FY 2014
Networth 190 152 52
Total Debt 1030 475 0
Comprising of
Non Current Maturities of
Long Term Borrowing 885 328 0
Short Term Borrowing 125 147 0
Current Maturities of 21 0 0
Long Term Borrowing
Net Fixed Assets 1334 591 35
Total Non-Current Assets 0 64 30
Cash and Cash Equivalents 3 0 1
Current Investments 7 1 0
Current Assets 2 0 0
Current Liabilities 125 33 13
Net Sales 0 0 0
Other income 1 0 0
EBITDA 1 -1 0
EBIT 0 0 0
Interest -2 0 0
PAT -1 -1 0
Dividend 0 0 0
Current Ratio 0.02 0.00 0.01
Interest Coverage ratio 0 0 0
Gross debt / equity 0 0 0
Debt service coverage ratio 0 0 0
44
Gross Debt: Equity Ratio of the Company:
Before the issue of debt securities 76:24
After the issue of debt securities
(before receipt of balance amount in
partly paid debentures). Equity
includes mezzanine debt of Rs.
128.40 Crores
81:19
After the issue of debt securities
(after receipt of balance amount in
partly paid debentures)
89:11
7.4.4. Project cost and means of financing, in case of funding new projects:
Description Rs. (Crores) % of TPC
Total Project Cost
EPC Cost 1148.9 76.96%
ROU payment 158.47 10.62%
Finance Expenses 149.14 9.99%
Preliminary & Preoperative Expenses 36.35 2.44%
Total 1492.90 100.00%
Means of Finance
Promoter contribution 321.00 23.76%
Of which, Mezzanine debt 128.40
Senior Debt (RTL) 1028.88 76.24%
Total 1349.88 100%
And
Payables 143.02
7.5 Brief history of Issuer since its incorporation
7.5.1. Details of Share Capital as on last quarter end i.e. December 31, 2016:
Share Capital Prior to Issue
Rs. (Crores)
Subsequent to Issue
Rs. (Crores)
Authorized Share Capital 195.00 195.00
Issued, Subscribed & Paid Up Share
Capital 192.60
192.60
7.5.2. Changes in its capital structure as on last quarter end i.e. December 31, 2016, for
the last five years:
Date of Change (AGM / EGM) Rupees Particulars
BM(30.08.2013) 5,00,000 Transfer
BM(02.12.2013) 15,58,17,000 Allotment
45
BM(04.02.2014) 16,41,83,000 Allotment
BM(28.03.2014) 20,95,00,000 Allotment
BM(29.09.2014) 28,00,00,000 Allotment
BM(19.01.2015) 7,02,00,000 Allotment
BM(19.03.2015) 65,98,00,000 Allotment
BM(01.06.2015) 38,60,00,000 Allotment
7.5.3. Equity Share Capital History of the Company as on last quarter end i.e. December
31, 2016 for the last five years:
Date of
Allotment
No
of Equity
Shares
F
a
c
e
V
a
l
u
e
(
R
s
)
Issue
Price
(Rs)
Con
side
rati
on
(Ca
sh,
oth
er
tha
n
cas
h,
etc)
Nature of
Allotmen
t
Cumulative
No. of
Equity
Shares
Equity
Share Capital
(Rs.)
Equity Share
Premium
(in Rs.)
30.08.2013 50000 10 500000 Transfer 50000 5,00,000 4,99,990
02.12.2013 15581700 10 155817000 Cash Preferential
basis
1,56,31,700 15,63,17,000 15,63,16,990
04.02.2014 16418300 10 164183000 Cash Preferential
basis
3,20,50,000 32,05,00,000 32,04,99,990
28.03.2014 20950000 10 20,95,00,000 Cash Rights
Issue
5,30,00,000 53,00,00,000 52,99,99,990
29.09.2014 28000000 10 28,00,00,000 Cash Rights
Issue
8,10,00,000 81,00,00,000 80,99,99,990
19.01.2015 70,20,000 10 7,02,00,000 Cash Rights
Issue
8,80,20,000 88,02,00,000 88,01,99,990
19.03.2015 6,59,80,000 10 65,98,00,000 Cash Rights
Issue
15,40,00,000
1,54,00,00,000 1,53,99,99,990
01.06.2015 3,86,00,000 10 38,60,00,000 Cash Rights
Issue
19,26,00,000
1,92,60,00,000 1,92,59,99,990
7.5.4. Details of any Acquisition or Amalgamation in the last 1 (One) year:
N.A.
7.5.5. Details of any Reorganization or Reconstruction in the last 1 (One) year:
N.A.
7.6 Details of the shareholding of the Company as on the latest quarter end, i.e.
December 31, 2016:
7.6.1. Shareholding pattern of the Company as on last quarter end, i.e. December 31,
2016:
46
1. Authorized Share capital: Rs. 195,00,00,000/- (Rupees One Hundred Ninety
Five Crores Only) (19,50,00,000 equity shares of Rs.10/- (Rupees Ten Only)
each)
2. Paid up capital: Rs. 1,92,60,00,000/- (Rupees One Hundred Ninety Two
Crores and Sixty Lakhs Only) (19,26,00,000 equity shares of Rs.10/- (Rupees
Ten Only) each)
Sr.
No
. Particulars
Total No. of
Equity
Shares
No of Shares
in Demat
Form
Total shareholding
as % of total no. of
equity shares
1
L&T Infrastructure
Development Projects
Limited
19,25,99,993 Nil 100%
2 R. G. Ramachandran 2 Nil 0.00%
3 Esther Malini jointly
with L&T
Infrastructure
Development
Projects Limited
1 Nil 0.00%
4 P. G. Suresh Kumar
jointly with L&T
Infrastructure
Development
Projects Limited
1 Nil 0.00%
5 Karthikeyan T V
jointly with L&T
Infrastructure
Developement
Projects Limited
1 Nil 0.00%
6 J. Subramanian
jointly with L&T
Infrastructure
Development
Projects Limited
1 Nil 0.00%
7 Krishnamurthy
Venkatesh jointly
with L&T
Infrastructure
Development
Projects Limited
1 Nil 0.00%
Total 19,26,00,000 NIL 100%
Note: [The shares of the company are not pledged or encumbered by the promoters]
7.6.2. List of top 10 holders of equity shares of the Company as on the latest quarter
end, i.e. December 31, 2016:
Sr.
No.
Name of the Shareholders Total no. of
Equity
Shares
No of
Shares held
in Demat
Shares as
% of Total
No. of
47
Form Shares
1 L&T Infrastructure
Development Projects Limited 19,25,99,993 Nil
99.99%
2 R. G. Ramachandran 2 Nil 0.00%
3 Esther Malini jointly with
L&T Infrastructure
Development Projects Limited
1 Nil 0.00%
4 P. G. Suresh Kumar jointly
with L&T Infrastructure
Development Projects Limited
1 Nil 0.00%
5 Karthikeyan T V jointly with
L&T Infrastructure
Developement Projects
Limited
1 Nil 0.00%
6 J. Subramanian jointly with
L&T Infrastructure
Development Projects Limited
1 Nil 0.00%
7 Krishnamurthy Venkatesh
jointly with L&T
Infrastructure Development
Projects Limited
1 Nil 0.00%
Total 19,26,00,000 NIL 100%
7.7 Following details regarding the directors of the Company:
Sr.
No.
Name of the
director
DIN Date of
Birth
Address PAN Date of
Appointme
nt
1.
Mr.
Karthikeyan
T.V.
01367727 29/03/1964
No 46 Shrushti
Sampradhaya 3rd
Floor,3rd Trust
Cross
Mandavelipakka
m Chennai
600028
AACPK5906B 30/08/2013
2.
Mr.
P.G.Suresh
Kumar
07124883 15/06/1965
Old no.2, New
no.8, 6th Street,
Rangarajapuram
, Saidapet,
Chennai 600015
ACMPS0876N 27/03/2015
3. Mr. Mathew
George 07402208 09/05/1968
No.91, BBC
City Park, 76,
Anna Salai,
Chinna Porur,
Porur,
Chennai 600116
ABVPM5110
D 12/01/2016
4. Dr. Koshy
Varghese 03141594 30/09/1964
New no.15, Old
no.5, First
Avenue Indira
AADPK7667G 30/03/2015
48
Nagar Chennai
600020
5.
Ms.
Samyuktha
Surendran
07138327 19/07/1976
5109, H-Block,
First Street,
Anna Nagar,
Chennai 600040
APVPS4661K
30/03/2015
7.7.1. Details of current directors of the Company:*
This table sets out the details regarding the Company’s Board of Directors as on date
of the Information Memorandum:
Sr.
No
.
Name
Designation and
DIN
Age
(yea
rs) Address
Director of
the
company
since
Details of other
directorship
1
Mr. Karthikeyan
T.V.
Din: 01367727
Designation:
Director
53 No 46 Shrushti
Sampradhaya
3rd Floor,3rd
Trust Cross
Mandavelipak
kam Chennai
600028
30/08/201
3
1. Panipat
Elevated
Corridor
Limited
2. Krishnagiri
Thopur Toll
Road Limited
3. L& T Interstate
Road Corridor
Limited
4. L&T Rajkot ‐ Vadinar
Tollway
Limited
5. L&T Halol ‐ Shamlaji
Tollway
Limited
6. Ahmedabad ‐ Maliya Tollway
Limited
7. L&T
Sambalpur ‐ Rourkela
Tollway
Limited
2
Mr. P.G.Suresh
Kumar
Din: 07124883
Designation:
Director
52 Old no.2, New
no.8, 6th
Street,
Rangarajapura
m, Saidapet,
Chennai
600015
27/03/201
5
1. L & T
Transportation
Infrastructureli
mited
2. L&T Western
India
Tollbridge
Limited
49
3. L& T Interstate
Road Corridor
Limited
4. L&T Port
Kachchigarh
Limited
5. Png Tollway
Limited
6. L&T Chennai‐Tada Tollway
Limited
3
Mr. Mathew
George
Din: 07402208
Designation:
Director
49 No.91, BBC
City Park, 76,
Anna Salai,
Chinna Porur,
Porur,
Chennai
600116
12/01/201
6
1. L & T
Transportation
Infrastructureli
mited
2. L&T Western
India
Tollbridge
Limited
3. Panipat
Elevated
Corridor
Limited
4. Western
Andhra
Tollways
Limited
5. Vadodara
Bharuch
Tollway
Limited
6. L&T Port
Kachchigarh
Limited
7. Devihalli
Hassan
Tollway
Limited
8. L&T Bpp
Tollway
Limited
9. L&T
Sambalpur ‐ Rourkela
Tollway
Limited
4
Dr. Koshy
Varghese
Din: 03141594
Designation:
Director
53 New no.15,
Old no.5, First
Avenue Indira
Nagar Chennai
600020
30/03/201
5
1. Institute For
Lean
Constructionex
cellence
2. L & T
Transportation
Infrastructureli
mited
50
3. L&T
Krishnagiri
Walajahpet
Tollwaylimited
4. Devihalli
Hassan
Tollway
Limited
5. L&T Deccan
Tollways
Limited
6. Institute For
Construction
Materials And
Technologies
Private Limited
5
Ms. Samyuktha
Surendran
Din: 07138327
Designation:
Director
41 5109, H-
Block, First
Street, Anna
Nagar,
Chennai
600040
30/03/201
5
1. L& T Interstate
Road Corridor
Limited
2. Png Tollway
Limited
3. L&T Bpp
Tollway
Limited
4. L&T
Sambalpur ‐ Rourkela
Tollway
Limited
[* No current director of the Company appears in the RBI defaulter list and/or ECGC
default list, if any]
7.7.2. Details of change in directors since last three years:
Name, Designation
and DIN
Date of
Appointment
/ Resignation
Director of
the
Company
since (in
case of
resignation
)
Remunerat
ion
Remarks
Mr.Karthikeyan.T.
V
Din: 01367727
Designation:
Director
30.08.2013 - - Appointment
Mr. P.G.Suresh
Kumar
Din: 07124883
Designation:
Director
27.03.2015 - - Appointment
Ms. Samyuktha
Surendran
27.03.2015 - - Appointment
51
Din: 07138327
Designation:
Director
Dr. Koshy
Varghese
Din: 03141594
Designation:
Director
27.03.2015 - - Appointment
Mr.Sunkari
Satyanarayana
21.07.2015 11.07.2014 - Resignation
Mr.K.Venkatesh 27.03.2015 30.08.2013 - Resignation
Mr.Karthikeyan
T.V
Din: 01367727
Designation:
Director
30.08.2013 - - Appointment
Mr.Chandrasekara
n Ramanathan
21.07.2015 30.08.2013 - Resignation
7.8 Following details regarding the auditors of the Company:
7.8.1. Details of the auditor of the Company:
Name Address Auditor since
M/s. M. K. Dandeker & Co No. 244 (Old N0. 138 ),
II Floor, Angapppa
Naicken Street, Chennai-
600001
19.09.2014
7.8.2. Details of change in auditors since last three years:
Name of the Auditor Date of Appointment / Resignation
M/s. M.K.Dandeker & Co Date of Appointment 19.09.2014
7.9 Details of borrowings of the Company, as on latest quarter end i.e. December 31,
2016:
7.8.3. Details of Secured Loan Facilities:
Lender Name Type of
Facility
Amount
Sanctioned
(Rs. in
Crores)
Principal
Amount
Outstanding as
on Dec 31, 2016
(Rs. in Crores)
Repayme
nt Date /
Schedule
Security
Bank of India Senior
Debt 310 308
Repayabl
e in 182
structured
monthly
instalmen
ts each
commenc
ing 12
Please
refer
below Dena Bank Senior
Debt 170 169
Indian Bank Senior
Debt 100 100
52
IDBI Bank
Limited
Senior
Debt 130 129
months
from
SCOD
i.e.,
31.12.201
6 and
ending on
31.01.203
2.
Union Bank of
India
Senior
Debt 170 169
Export Import
Bank of India
Senior
Debt 149
148
Loans mentioned above are secured by first ranking pari passu charge and
hypothecation, to the extent permitted by the Transmission Service Agreement by:
(a) First charge over all immovable properties, if any, both present and future, in
favour of Security Trustee for the benefit of the Lenders;
(b) First charge of all movable assets that are owned by the Borrower, present and
future, in favour of Security Trustee for the benefit of the Lenders;
(c) First charge, on Project book debts, operating cash flows, receivables,
commissions, revenues of whatsoever nature and wherever arising, present and
future, intangibles, goodwill, uncalled capital (present and future), and
assignment of all Project Documents inclusive of TSA in favour of Security
Trustee for the benefit of the Lenders; and
(d) First charge on Project bank accounts, including but not limited to Escrow
Account opened in a designated bank, where all cash flows from the Project
shall be deposited and all proceeds shall be utilized in a manner and priority to
be decided by the Lenders in favour of Security Trustee for the benefit of the
Lenders.
7.8.4. Details of Unsecured Loan Facilities:
As on December 31, 2016 unsecured loans of Rs 30.15 Crores (Rupees Thirty Crores
and Fifteen Lakhs Only) are outstanding on the balance sheet of the Company. The
same was borrowed from the holding company (L&T IDPL) and fellow subsidiaries.
7.8.5. Details of Non-Convertible Debentures:
Seri
es
Ten
or
Coup
on
Amou
nt
Allotm
ent date
Redempt
ion date/
schedule
Cred
it
ratin
g
Secured
/
Unsecur
ed
Securi
ty
1 18
yrs
9.50
%
p.a.
128.40 June 1,
2015
June 1,
2033
AA
(SO)
Secured As
under
Security:
Second charge on all the Issuer’s immovable properties, present and future;
Second charge on all movable assets that may be owned by the Issuer, present and
future;
53
Second charge on Project's book debts, operating cash flows, receivables,
commissions, revenues of whatsoever nature and wherever arising, present and future
intangibles, goodwill, uncalled capital, present and future;
Second charge on Project's bank accounts, including but not limited to the Escrow
Account opened in a designated bank, where all cash inflows from the Project shall
be deposited and all proceeds shall be utilized in a manner and priority to be decided
by the Senior Lenders & non-convertible debentures (NCD) investors;
Asset cover of atleast 1.25 (One point Two Five) times to be maintained throughout
the tenure of the debentures. 7.8.6. List of Top 10 (Ten) Debenture Holders (as on December 31, 2016)
Sr.
No.
Name of Debenture Holder Amount (Rs. in Crores)
1. RELIANCEREGULAR SAVINGS FUND-
DEBT OPTION
128.40
7.8.7. The amount of corporate guarantee issued 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 any)
No corporate guarantee has been issued by the Issuer.
7.8.8. Details of Commercial Paper:
There are no Commercial Paper issued by the Issuer.
7.8.9. Details of rest of the borrowing (if any including hybrid debt like FCCB,
Optionally Convertible Debentures / Preference Shares ) as on December 31,
2016:
N.A.
7.8.10. 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 company, in the past 5 (Five) years (please also
include any statutory dues and deposits):
There has been no default or delay in payment if any interest or principal.
7.8.11. 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:
No other outstanding borrowings.
7.10 Details of Promoters of the Company:
Details of Promoter Holding in Company as on the latest quarter end, i.e.
December 31, 2016:
Sr.
No.
Name of the
shareholders
Total no. of
equity shares
No. of
shares in
Total
sharehold
No.
of
% of shares
pledged
54
demat
form
ing as %
of total
no. of
equity
shares
shar
es
pled
ged
with
respect to
shares
owned
1 L&T
Infrastructure
Development
Projects
Limited
19,25,99,993 - 100 Nil Nil
7.11 Abridged version of the Audited Consolidated and Standalone Financial
Information (like Profit and Loss statement, Balance Sheet and Cash Flow
statement) for at least last three years and auditor qualifications, if any.
Attached to this Information Memorandum in Annexure V.
7.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated
and Standalone Financial Information and auditors qualifications, if any.
Attached to this Information Memorandum in Annexure V.
7.13 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.
The Issuer hereby declares that there has been no material event, development or
change at the time of issue from the position as on the date of the last audited financial
statements of the Issuer, which may affect the issue or the investor’s decision to invest
/ continue to invest in the debt securities of the Issuer.
7.14 Names of the Debentures Trustees and consents thereof
The Debenture Trustee for the Issue is IDBI Trusteeship Services Ltd. The Debenture
Trustee has given its written consent for its appointment as a Debenture Trustee to the
Issue under the SEBI Debt Listing Regulations and inclusion of its name in the form
and context in which it appears in the Disclosure Document. Consent Letter from the
Debenture Trustee is attached as Annexure III.
7.15 Rating and Rating Rationale
The Debentures proposed to be issued by the Issuer have been rated by the Upfront
Rating Agencies. The Upfront Rating Agencies have vide the letter dated March 29,
2017 and March 29, 2017 assigned a rating of Provisional AAA(SO)/ Stable’ in respect
of the Debentures. Please refer to Annexure II of this Information Memorandum.
7.16 If the security is backed by a guarantee or letter of comfort or any other document
/ letter with similar intent, a copy of the same shall be disclosed. In case such
document does not contain detailed payment structure (procedure of invocation
of guarantee and receipt of payment by the investor along with timelines), the
same shall be disclosed in the offer document.
55
N.A.
7.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the
issue to be disclosed:
Attached to this Information Memorandum in Annexure III.
7.18 Names of all the recognized 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. The Issuer
shall comply with the requirements of the listing agreement for debt securities to the
extent applicable to it on a continuous basis. The in-principle approval of the BSE has
been obtained in this regard.
The Issuer undertakes to get the Debentures listed within 20 (Twenty) days from the
Deemed Date of Allotment. In case each or any of the Debentures are not listed on the
stipulated date, the Issuer shall pay a penal interest at the rate of 1% (One Percent)
(“Penal Interest”) per annum over and above the coupon / interest starting from the
expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of such
Debentures by the Issuer.
7.19 Other details:
7.19.1. DRR Creation:
Under Section 71 of the Companies Act and Rule 8 of the Companies (Share Capital
and Debentures) Rules, 2014, DRR is required to be maintained in case of privately
placed debentures in accordance with the Companies Act.
7.19.2. Issue / instrument specific regulations:
The Issue of Debentures shall be in conformity with the applicable provisions of the
Companies Act and SEBI Debt Listing Regulations.
7.19.3. Application process:
The application process for the Issue is as provided in Section 10 of this Information
Memorandum.
7.20 Issue Details:
Summary term sheet
The summary term for the Issue is as provided in Section 6 of this Information
Memorandum.
56
SECTION 8: DISCLOSURES PERTAINING TO WILFUL DEFAULT
8.1 Name of the bank declaring the entity as a wilful defaulter: N.A.
8.2 The year in which the entity is declared as a wilful defaulter: N.A.
8.3 Outstanding amount when the entity is declared as a wilful defaulter: N.A.
8.4 Name of the entity declared as a wilful defaulter: N.A.
8.5 Steps taken, if any, for the removal from the list of wilful defaulters: N.A.
8.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed
decisions: N.A.
8.7 Any other disclosure as specified by SEBI: N.A.
57
SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the
Memorandum and Articles of Association of the Issuer, the terms of this Information
Memorandum, Application Form and other terms and conditions as may be incorporated in the
Transaction Documents.
9.1 Mode of Transfer/Transmission of Debentures
The Debentures shall be transferable freely; however, it is clarified that no investor
shall be entitled to transfer the Debentures to a person who is not entitled to subscribe
to the Debentures. The Debenture(s) shall be transferred and/or transmitted in
accordance with the applicable provisions of the Act and other applicable laws. The
Debentures held in dematerialised form shall be transferred subject to and in
accordance with the rules/procedures as prescribed by the Depository and the relevant
DPs 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, amounts due will be
paid / redemption will be made to the person, whose name appears in the register of
debenture holders maintained by the Depositories, 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 dematerialised form. The
seller should give delivery instructions containing details of the buyer’s DP account to
his DP.
Investors may note that subject to the Applicable Laws, the Debentures of the Issuer
would be issued and traded in dematerialised form only.
9.2 Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the
part of the Debenture Holder(s) for redemption purposes and the redemption proceeds
will be paid by cheque / fund transfer / RTGS to those Debenture Holder(s) whose
names appear on the list of beneficiaries maintained by the R&T Agent. The names
would be as per the Depositories’ records on the Record Date fixed for the purpose of
redemption. All such Debentures will be simultaneously redeemed through appropriate
debit corporate action.
The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’
name and account number, address, bank details and DP’s identification number will
be given by the Depositories to the Issuer and the Registrar. If permitted, the Issuer
may transfer payments required to be made in any relation by EFT / RTGS to the bank
account of the Debenture Holder(s) for redemption payments.
9.3 Trustee for the Debenture Holder(s)
The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the
Debenture Holder(s). The Issuer and the Debenture Trustee intends to enter into the
Debenture Trustee Agreement and the Debenture Trust Deed, within 60 (Sixty)
calendar days of the Deemed Date of Allotment inter alia, specifying the powers,
authorities and obligations of the Debenture Trustee and the Issuer. The Debenture
Holder(s) shall, without further act or deed, be deemed to have irrevocably given their
58
consent to the Debenture Trustee or any of its agents or authorized officials to do all
such acts, deeds, matters and things in respect of or relating to the Debentures as the
Debenture Trustee may in its absolute discretion deem necessary or require to be done
in the interest of the Debenture Holder(s). 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). The Debenture Trustee will protect the interest of the
Debenture Holder(s) in regard to the repayment of principal and coupon / interest
thereon and they will take necessary action, subject to and in accordance with the
Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer.
No Debenture Holder shall be entitled to proceed directly against the Issuer unless the
Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture
Trustee Agreement and the Debenture Trust Deed shall more specifically set out the
rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.
9.4 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 nor its subsidiaries and affiliates nor their agents shall be liable for
use of the aforesaid information.
9.5 Debenture Holder not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders
other than those available to them under the Companies Act. The Debentures shall not
confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote
at any general meeting(s) of the shareholders of the Issuer.
9.6 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in the
Information Memorandum which in the opinion of the Debenture Trustee is of a formal,
minor or technical nature or is to correct a manifest error.
The grant of any other waiver or the making of any other change or modification to the
Transaction Documents shall require approval by the Majority Debenture Holders.
9.7 Right to accept or reject Applications
The Board of Directors / Committee of Directors reserves its full, unqualified and
absolute right to accept or reject any application for subscription to the Debentures, in
part or in full, without assigning any reason thereof.
9.8 Notices
Any notice may be served by the Issuer / Debenture Trustee upon the Debenture
Holders through email followed by registered post, recognised overnight courier
service, hand delivery or by facsimile transmission addressed to such Debenture Holder
at its/his registered address or facsimile number.
All notice(s) to be given by the Debenture Holder(s) to the Issuer / Debenture Trustee
shall be sent by email followed by registered post, recognised overnight courier service,
hand delivery or by facsimile transmission to the Issuer or to such persons at such
59
address/ facsimile number as may be notified by the Issuer from time to time through
suitable communication. All correspondence regarding the Debentures should be
marked as “Private Placement of Debentures”.
Notice(s) shall be deemed to be effective (a) in case of email, when received in legible
form and subject to such e-mail being followed up with a written letter; (b) in the case
of registered mail, 3 (Three) calendar days after posting; (c)1 (One) Business Day after
delivery by recognized overnight courier service, if sent for next Business day delivery;
(d) in the case of facsimile at the time when dispatched with a report confirming proper
transmission; or (e) in the case of personal delivery, at the time of delivery.
9.9 Issue Procedure
Only Eligible Investors as given hereunder may apply for the Debentures by
completing the application form in the prescribed format in block letters in English as
per the instructions contained therein. The minimum number of Debentures that can be
applied for and the multiples thereof shall be set out in the Application Form. No
application can be made for a fraction of a Debenture. Application forms should be
duly completed in all respects and applications not completed in the said manner are
liable to be rejected. 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 /or redemptions
warrants.
An application form must be accompanied by either demand draft(s) or cheque(s)
drawn or made payable in favour of the Issuer or otherwise as may be set out in the
Application Form and crossed as “Account Payee Only”. 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 Chennai. If permitted, the applicant
may transfer payments required to be made in any relation by EFT / RTGS, to the bank
account of the Issuer as per the details mentioned in the Application Form.
9.10 Application Procedure
Potential investors will be invited to subscribe by way of the Application Form
prescribed in the Information Memorandum during the period between the Issue
Opening Date and the Issue Closing Date (both dates inclusive). The Issuer reserves
the right to change the issue schedule including the Deemed Date of Allotment at its
sole discretion, without giving any reasons or prior notice. The Issue will be open for
subscription during the banking hours on each day during the period covered by the
Issue Schedule.
9.11 Fictitious Application
All fictitious applications will be rejected.
9.12 Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject
any application, in part or in full, without assigning any reason. Subject to the aforesaid,
in case of over subscription, priority will be given to Investors on a first come first
serve basis. The investors will be required to remit the funds as well as submit the duly
completed Application Form along with other necessary documents to Issuer by the
Deemed Date of Allotment.
60
9.13 Payment Instructions
The Application Form should be submitted along with cheque(s)/draft(s) favouring
“Kudgi Transmission Limited”, crossed as “Account Payee Only”. The face value of
the Debentures, in respect of the Part A Debentures and the Initially Paid Up Amount
in respect of Part B Debentures per Debenture is payable along with the making of an
application. Applicants can alternatively remit the application amount through RTGS
on Pay-in Date. The RTGS details of the Issuer are as under:
Beneficiary Name : KUDGI TRANSMISSION LIMITED ESCROW
ACCOUNT
Bank Account No. : A/c No. 000166200000292
IFSC CODE : YESB0000001
Bank Name : YES BANK
Branch Address : Yes Bank Limited – Worli Branch,
First floor, Moti Mahal,
Dr. Annie Besant Road, Worli,
Mumbai – 400018
Maharashtra.
9.14 Eligible Investors
The following categories of Investors, when specifically approached, are eligible to
apply for this private placement of Debentures subject to fulfilling their respective
investment norms / rules and compliance with laws applicable to them by submitting
all the relevant documents along with the Application Form:
Companies
Banks and NBFCs
Individuals, HUFs, and Partnerships
Financial Institutions and Insurance companies
Pension Funds and Mutual Funds
Foreign portfolio investors and foreign venture capital investors, who are permitted to invest
in the Debentures
Multilateral development banks such as International Finance Corporation; 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.
All Investors are required to comply with the relevant regulations/guidelines applicable
to them for investing in this issue of Debentures.
Note: Participation by potential investors in the issue may be subject to statutory and /
or regulatory requirements applicable to them in connection with subscription to Indian
securities by such categories of persons or entities. Applicants are advised to ensure
that they comply with all regulatory requirements applicable to them, including
exchange controls and other requirements. Applicants ought to seek independent legal
and regulatory advice in relation to the laws applicable to them.
9.15 Procedure for Applying for Dematerialised Facility
61
(a) The applicant must have at least one beneficiary account with any of the DP’s
of the Depository prior to making the application.
(b) The applicant must necessarily fill in the details (including the beneficiary
account number and DP - ID) appearing in the Application Form under the
heading “Details for Issue of Debentures in Electronic/Dematerialised Form”.
(c) Debentures allotted to an applicant will be credited to the applicant’s respective
beneficiary account(s) with the DP.
(d) For subscribing to the Debentures, names in the Application Form should be
identical to those appearing in the details in the Depository. In case of joint
holders, the names should necessarily be in the same sequence as they appear
in the account details maintained with the DP.
(e) Non-transferable allotment advice / refund orders will be directly sent to the
applicant by the Registrar to the Issue.
(f) If incomplete / incorrect details are given under the heading “Details for Issue
of Debentures in Electronic/Dematerialised Form” in the Application Form, it
will be deemed to be an incomplete application and the same may be held liable
for rejection at the sole discretion of the Issuer.
(g) For allotment of Debentures, the address, nomination details and other details
of the applicant as registered with his / her DP shall be used for all
correspondence with the applicant. The applicant is therefore responsible for
the correctness of his / her demographic details given in the Application Form
vis-a-vis those with his / her DP. In case the information is incorrect or
insufficient, the Issuer would not be liable for the losses, if any.
(h) The redemption amount or other benefits would be paid to those Debenture
Holders whose names appear on the list of beneficial owners maintained by the
Registrar as on the Record Date. In case of those Debentures for which the
beneficial owner is not identified in the records of the Registrar as on the
Record Date, the Issuer would keep in abeyance the payment of the redemption
amount or other benefits, till such time that the beneficial owner is identified
by the Registrar and conveyed to the Issuer, whereupon the redemption amount
and benefits will be paid to the beneficiaries, as identified.
9.16 Depository Arrangements
The Issuer shall make necessary arrangement with the Depository for issue and holding
of Debenture in dematerialised form.
9.17 List of Beneficiaries
The Issuer shall request the Registrar to provide a list of beneficiaries as at the end of
each Record Date. This shall be the list, which will be used for payment or repayment
of redemption / coupon monies.
9.18 Application under Power Of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may
be along with the names and specimen signature(s) of all the authorised signatories of
the Investor and the tax exemption certificate/document of the Investor, if any, must be
62
lodged along with the submission of the completed Application Form. Further
modifications/additions in the power of attorney or authority should be notified to the
Issuer or to its agents or to such other person(s) at such other address(es) as may be
specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution
or authority, a certified true copy thereof along with memorandum and articles of
association and / or bye-laws along with other constitutional documents must be
attached to the Application Form at the time of making the application, failing which,
the Issuer reserves the full, unqualified and absolute right to accept or reject any
application in whole or in part and in either case without assigning any reason thereto.
Names and specimen signatures of all the authorized signatories must also be lodged
along with the submission of the completed Application Form.
9.19 Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application
must be made in respect of each scheme of an Indian mutual fund / venture capital fund
registered with the SEBI and such applications will not be treated as multiple
application, provided that the application made by the asset management company
clearly indicated their intention as to the scheme for which the application has been
made.
The application forms duly filled shall clearly indicate the name of the concerned
scheme for which application is being made and must be accompanied by certified true
copies of
(a) SEBI registration certificate;
(b) Resolution authorizing investment and containing operating instructions; and
(c) Specimen signature of authorized signatories.
9.20 Documents to be provided by Investors
Investors need to submit the following documents, as applicable
(a) Memorandum and Articles of Association or other constitutional documents;
(b) Resolution authorising investment;
(c) Certified true copy of Power of Attorney;
(d) Specimen signatures of the authorised signatories duly certified by an
appropriate authority;
(e) SEBI registration certificate (for Mutual Funds and other Funds);
(f) Copy of PAN card to be submitted;
(g) Application Form (including RTGS details);
9.21 Applications to be accompanied with Bank Account Details
63
Every application shall be required to be accompanied by the bank account details of
the applicant and the magnetic ink character reader code of the bank for the purpose of
availing direct credit of redemption amount and all other amounts payable to the
Debenture Holder(s) through EFT / RTGS.
9.22 Succession
In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize
the executor or administrator of the concerned Debenture Holder(s), or the other legal
representative as having title to the Debenture(s). The Issuer shall not be bound to
recognize such executor or administrator or other legal representative as having title to
the Debenture(s), unless such executor or administrator obtains probate or letter of
administration 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 other legal representation, in order to recognize
such holder as being entitled to the Debenture(s) standing in the name of the concerned
Debenture Holder on production of sufficient documentary proof and/or an indemnity.
9.23 Mode of Payment
All payments must be made through cheque(s) / draft(s) / transfers / RTGS as set out
in the Application Form.
9.24 Effect of Holidays
If any Coupon Payment Dates fall on a day which is not a Business Day, the payment
may be made on the immediately succeeding Business Day however the dates of the
future coupon payments would be as per the schedule originally stipulated at the time
of issuing the Debentures. In other words, the subsequent coupon schedule would not
be disturbed merely because the payment date in respect of one particular coupon
payment has been postponed earlier because of it having fallen on a day which is not a
Business Day.
If the Redemption Date falls on a day which is not a Business Day, payment of principal
amount (along with part-interest) shall be made one Business Day prior to the
Redemption Date.
9.25 Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification
or re-enactment thereof will be deducted at source. For seeking TDS exemption / lower
rate of TDS, relevant certificate/document must be lodged by the Debenture Holders at
the office of the Transfer Agents of the Corporation at least 15 (Fifteen) days before
the relevant payment becoming due. Tax exemption certificate / declaration of non-
deduction of tax at source on interest on application money, should be submitted along
with the application form.
9.26 Letters of Allotment
The letter of allotment, indicating allotment of the Debentures, will be credited in
dematerialised form within 2 (Two) Business Days from the Deemed Date of
Allotment. The aforesaid letter of allotment shall be replaced with the actual credit of
64
Debentures, in dematerialised form, within 15 (Fifteen) Business Days from the
Deemed Date of Allotment.
9.27 Refunds
For applicants whose applications have been rejected or allotted in part, refund orders
will be dispatched within 7 (Seven) days from the Deemed Date of Allotment of the
Debentures.
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 moneys to the extent of such excess, if any.
9.28 Interest on Application Money
Interest shall be payable on all Initially Paid up Amount received at the Coupon Rate
from the date of realization of the application monies by the Issuer till the day
immediately preceding the Deemed Date of Allotment and the same shall be paid to
the relevant Investors on the immediately succeeding Coupon Payment Date.
9.29 Procedure for payment of Balance Amount by Part B Debenture Holders
1 (One) Business Day after the Record Date for the Balance Notice, the Issuer shall
send notices to the holders of the Part B Debentures (being the persons reflected as the
holders of the Part B Debentures as of the Record Date for the Balance Notice)
(“Relevant Part B Debenture Holders”), in the format set out in Annexure VII hereto
requesting the Relevant Part B Debenture Holders to make payment of the Balance
Amount (“Balance Notice”).
Subject to the provisions set out in the paragraph titled ‘Procedure for Balance Notice’,
the Relevant Part B Debenture Holders shall be bound to make payment of the Balance
Amount to the Issuer on the Fully Paid Up Date.
Notwithstanding anything to the contrary contained in the aforesaid provisions, in the
event that (a) an Event of Default has occurred and is subsisting, or (b) any event or
circumstance has occurred, which with, the expiry of a grace period, the giving of
notice, the making of any determination or any combination thereof, would constitute
an Event of Default, the Relevant Part B Debenture Holders shall not be bound to make
payment of the Balance Amount, on receipt of the Balance Notice (“Balance Amount
Payment Exception”).
9.30 Forfeiture of Part B Debentures
If the Relevant Part B Debenture Holders fail to pay the Balance Amount (or any part
thereof) to the Issuer on the Fully Paid Up Date (except on the occurrence of a Balance
Amount Payment Exception), the Issuer shall be entitled to forfeit the relevant Part B
Debentures, in which case the holders of the Part B Debentures which stand forfeited
shall, except as contemplated in the immediately succeeding paragraph, not be entitled
to any rights in respect of the forfeited Debentures.
In the event of forfeiture of any of the Part B Debentures, as a result of the Relevant
Part B Debenture Holders failing to make payment of the Balance Amount (or any part
thereof), the Relevant Part B Debenture Holders shall be required to indemnify the
Company for any losses, damages or expenses which the Company may suffer as a
65
result of the Company requiring to make the aforesaid payments in respect of the Part
B Debentures, consequent to forfeiture of such Part B Debentures.
Upon such forfeiture, the Issuer shall return the Initially Paid Up Amount (and part of
Balance Amount received, if any) in respect of such Part B Debentures less (a) any
Coupon already paid by the Issuer to the Relevant Part B Debenture Holders, and (b)
any amounts required to be paid by the Relevant Part B Debenture Holders, in terms of
the indemnity obligation set out hereinabove (“Forfeiture Refund Amount”), within
90 (Ninety) Business Days of the Fully Paid Up Date. It is clarified that, other than
return of the Forfeiture Refund Amount, the Issuer shall not be required to make any
payment (whether towards Coupon or any other amount whatsoever) and shall not have
any further obligations in respect of the forfeited Part B Debentures.
9.31 PAN Number
Every applicant should mention its PAN allotted under Income Tax Act, 1961, on the
Application Form and attach a self-attested copy as evidence. Application forms
without PAN will be considered incomplete and are liable to be rejected.
9.32 Payment on Redemption
Payment on redemption will be made by way of cheque(s) / redemption warrant(s) /
demand draft(s) / credit through RTGS system / funds transfer in the name of the
Debenture Holder(s) whose names appear on the list of beneficial owners given by the
Depository to the Issuer as on the Record Date.
Each Series of the Debentures shall be taken as discharged on payment of the
redemption amount by the Issuer on the relevant Redemption Date to the registered
Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on
the Record Date. On such payment being made, the Issuer will inform the Depository
and accordingly the account of the Debenture Holder(s) with the Depository will be
adjusted.
On the Issuer dispatching the amount as specified above in respect of the Debentures,
the liability of the Issuer shall stand extinguished.
Disclaimer: Please note that only those persons to whom this memorandum has been
specifically addressed are eligible to apply. However, an application, even if complete
in all respects, is liable to be rejected without assigning any reason for the same. The
list of documents provided above is only indicative, and an investor is required to
provide all those documents / authorizations / information, which are likely to be
required by the Issuer. The Issuer 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. Investment by investors falling in the categories mentioned above are merely
indicative and the Issuer 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 Issuer is not, in any way, directly or
indirectly, responsible for any statutory or regulatory breaches by any investor, neither
is the Issuer required to check or confirm the same.
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ANNEXURE I: DETAILS OF THE DEBENTURES
ISIN ISIN Description
Series
Name
Principal
Amount (Rs
Cr)
Repayment
Date
Coupon
Rate
per
annum
INE945S07033
8.25% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES A. DATE OF
MATURITY 25/04/2018 Series A 23.00 25-Apr-18
8.25%
INE945S07041
8.25% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES B. DATE OF
MATURITY 25/04/2019 Series B 32.00 25-Apr-19
8.25%
INE945S07058
8.25% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES C. DATE OF
MATURITY 25/04/2020 Series C 36.00 25-Apr-20
8.25%
INE945S07066
8.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES D. DATE OF
MATURITY 25/04/2021 Series D 36.00 25-Apr-21
8.50%
INE945S07074
8.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES E. DATE OF
MATURITY 25/04/2022 Series E 40.00 25-Apr-22
8.50%
INE945S07082
8.80% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES F. DATE OF
MATURITY 25/04/2023 Series F 40.00 25-Apr-23
8.80%
INE945S07090
8.80% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES G. DATE OF
MATURITY 25/04/2024 Series G 45.00 25-Apr-24
8.80%
INE945S07108
8.80% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES H. DATE OF
MATURITY 25/04/2025 Series H 48.00 25-Apr-25
8.80%
INE945S07116
8.80% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES I. DATE OF
MATURITY 25/04/2026 Series I 52.00 25-Apr-26
8.80%
INE945S07124
8.80% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES J. DATE OF
MATURITY 25/04/2027 Series J 55.00 25-Apr-27
8.80%
INE945S07132
9.14% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES K. DATE OF Series K 59.00 25-Apr-28
9.14%
68
MATURITY 25/04/2028
INE945S07140
9.14% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES L. DATE OF
MATURITY 25/04/2029 Series L 63.00 25-Apr-29
9.14%
INE945S07157
9.14% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES M. DATE OF
MATURITY 25/04/2030 Series M 67.00 25-Apr-30
9.14%
INE945S07165
9.14% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES N. DATE OF
MATURITY 25/04/2031 Series N 72.00 25-Apr-31
9.14%
INE945S07173
9.14% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES O. DATE OF
MATURITY 25/04/2032 Series O 75.00 25-Apr-32
9.14%
INE945S07181
9.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES P. DATE OF
MATURITY 25/04/2033 Series P 80.00 25-Apr-33
9.50%
INE945S07199
9.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES Q. DATE OF
MATURITY 25/04/2034 Series Q 87.00 25-Apr-34
9.50%
INE945S07207
9.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES R. DATE OF
MATURITY 25/04/2035 Series R 93.00 25-Apr-35
9.50%
INE945S07215
9.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES S. DATE OF
MATURITY 25/04/2036 Series S 101.00 25-Apr-36
9.50%
INE945S07223
9.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES T. DATE OF
MATURITY 25/04/2037 Series T 106.00 25-Apr-37
9.50%
INE945S07231
9.50% SECURED REDEEMABLE
NON CONVERTIBLE
DEBENTURES. SERIES U. DATE OF
MATURITY 25/04/2038 Series U 90.00 25-Apr-38
9.50%
INE945S07249
9.50% SECURED REDEEMABLE
NON CONVERTIBLE PARTLY PAID
DEBENTURES. SERIES V. DATE OF
MATURITY 25/04/2039 Series V 96.00 25-Apr-39
9.50%
INE945S07256
9.50% SECURED REDEEMABLE
NON CONVERTIBLE PARTLY PAID
DEBENTURES. SERIES W. DATE
OF MATURITY 25/04/2040 Series W 104.00 25-Apr-40
9.50%
Total 1,500.00
69
ANNEXURE II: RATING LETTERS & RATING RATIONALES
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE
87
ANNEXURE IV: APPLICATION FORM
KUDGI TRANSMISSION LIMITED
A company with unlimited liability under the provisions of Companies Act, 2013
Date of Incorporation: November 27, 2012
Registered Office: Post Box No 979, Mount Poonamallee Road, Manapakkam, Chennai
600089, Tamil Nadu, India
Telephone No.: +91-11-47500000
Website: www.lntidpl.com
DEBENTURE SERIES APPLICATION FORM SERIAL NO. 1
ISSUE OF UPTO 15,000 (FIFTEEN THOUSAND) RATED, SECURED, LISTED,
PARTLY PAID, REDEEMABLE NON-CONVERTIBLE DEBENTURES EACH
HAVING A FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) OF THE
AGGREGATE FACE VALUE OF RS. 1500,00,00,000/- (RUPEES ONE THOUSAND
FIVE HUNDRED CRORES AND THIRTY LAKHS ONLY) IN 23 SERIES , BEING,
SERIES A, SERIES B, SERIES C, SERIES D, SERIES E, SERIES F, SERIES G, SERIES
H, SERIES I, SERIES J, SERIES K, SERIES L, SERIES M, SERIES N, SERIES O,
SERIES P, SERIES Q, SERIES R, SERIES S, SERIES T, SERIES U, SERIES V AND
SERIES W.
DEBENTURE SERIES APPLIED FOR:
Number of Debentures______ In words _______________
Amount Rs. _/-_ in words Rupees _ ___
DETAILS OF PAYMENT:
Cheque / Demand Draft / RTGS
No. _____________ Drawn on_____________________________________________
Funds transferred to [●]
Dated ____________
Total Amount Enclosed
(In Figures) _____________ (In words) ______________________________________
APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S ADDRESS
ADDRESS
STREET
CITY
PIN PHONE FAX
APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____
88
WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________
We have read and understood the terms and conditions of the issue of Debentures including the
Risk Factors described in the Information Memorandum and have considered these in making
our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for
allotment of these Debentures. We request you to please place our name(s) on the Register of
Holders.
We agree and acknowledge that in the event that we subscribe to any of the Part B Debentures, we shall
be required to make payment of the Balance Amount on the Fully Paid up Date. In the event of forfeiture
of any of the Part B Debentures, as a result of failure to make payment of the Balance Amount (or any
part thereof), we agree and undertake that we shall indemnify the Company for any losses, damages or
expenses which the Company may suffer as a result of the Company requiring to make the aforesaid
payments in respect of the Part B Debentures, consequent to forfeiture of such Part B Debentures
Name of the Authorised
Signatory(ies)
Designation Signature
Applicant’s
Signature
We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised
form. Details of my/our Beneficial Owner Account are given below:
DEPOSITORY NSDL ( ) CDSL ( )
DEPOSITORY PARTICIPANT NAME
DP-ID
BENEFICIARY ACCOUNT NUMBER
NAME OF THE APPLICANT(S)
Applicant Bank Account :
(Settlement by way of Cheque / Demand Draft
/ Pay Order / Direct Credit / ECS / NEFT /
RTGS / other permitted mechanisms)
FOR OFFICE USE ONLY
DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________
(Note: Cheque and Drafts are subject to realisation)
We understand and confirm that the information provided in the Memorandum is provided by
the Issuer and the same has not been verified by any legal advisors to the Issuer and other
intermediaries and their agents and advisors associated with this Issue. We confirm that we
89
have for the purpose of investing in these Debentures carried out our own due diligence and
made our own decisions with respect to investment in these Debentures and have not relied on
any representations made by anyone other than the Issuer, if any.
We understand that: i) in case of allotment of Debentures to us, our beneficiary account as
mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must
ensure that the sequence of names as mentioned in the Application Form matches the sequence
of name held with our Depository Participant, iii) if the names of the Applicant in this
application are not identical and also not in the same order as the beneficiary account details
with the above mentioned Depository Participant or if the Debentures cannot be credited to our
beneficiary account for any reason whatsoever, the Company shall be entitled at its sole
discretion to reject the application or issue the Debentures in physical form.
We understand that we are assuming on our own account, all risk of loss that may occur or be
suffered by us including as to the returns on and/or the sale value of the Debentures. We
undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we
shall convey all the terms and conditions contained herein and in this Information
Memorandum to such Transferee. In the event of any Transferee (including any intermediate
or final holder of the Debentures) suing the Issuer (or any person acting on its or their behalf)
we shall indemnify the Issuer and also hold the Issuer and each of such person harmless in
respect of any claim by any Transferee.
Applicant’s
Signature
FOR OFFICE USE ONLY
DATE OF RECEIPT ______________________ DATE OF CLEARANCE
_________________
(Note : Cheque and Drafts are subject to realisation)
-------------------------------------------------(TEAR HERE)--------------------------------------------
[●]- ACKNOWLEDGMENT SLIP
(To be filled in by Applicant)SERIAL NO. 1
Received from _______________________________________________
Address________________________________________________________________
______________________________________________________________________
Cheque/Draft/UTR # ______________ Drawn on _______________________________ for
Rs. _____________ on account of application of _____________________ Debenture
90
ANNEXURE V: AUDITED FINANCIAL STATEMENTS
91
92
93
94
95
96
ANNEXURE VI: ILLUSTRATION OF BOND CASH FLOWS
Company Kudgi Transmssion Limited
Face Value (per
security)
Rs. 10,00,000
Issue Date/Date of
Allotment
March 31, 2017
Redemption As per table set out below
Coupon Rate As per table set out below
Frequency of the
interest payment with
specified dates
shall mean April 25, 2018 and the dates falling at the expiry of every 12 (Twelve)
month period thereof
Day Count Convention Actual/365 (366 in case of a leap year)
SERIES A
Coupon Rate 8.25%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 88,151.00
Wednesday, April 25, 2018 Principal Redemption
10,00,000.00
SERIES B
Coupon Rate 8.25%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 88,151.00
365 Thursday, April 25, 2019 Interest 82,500.00
Thursday, April 25, 2019 Principal Redemption
10,00,000.00
SERIES C
Coupon Rate 8.25%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
97
390 Wednesday, April 25, 2018 Interest 88,151.00
365 Thursday, April 25, 2019 Interest 82,500.00
366 Saturday, April 25, 2020 Interest 82,500.00
Saturday, April 25, 2020 Principal Redemption
10,00,000.00
SERIES D
Coupon Rate 8.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 90,822.00
365 Thursday, April 25, 2019 Interest 85,000.00
366 Saturday, April 25, 2020 Interest 85,000.00
365 Sunday, April 25, 2021 Interest 85,000.00
Sunday, April 25, 2021 Principal Redemption
10,00,000.00
SERIES E
Coupon Rate 8.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 90,822.00
365 Thursday, April 25, 2019 Interest 85,000.00
366 Saturday, April 25, 2020 Interest 85,000.00
365 Sunday, April 25, 2021 Interest 85,000.00
365 Monday, April 25, 2022 Interest 85,000.00
Monday, April 25, 2022 Principal Redemption
10,00,000.00
SERIES F
Coupon Rate 8.80%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
98
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 94,027.00
365 Thursday, April 25, 2019 Interest 88,000.00
366 Saturday, April 25, 2020 Interest 88,000.00
365 Sunday, April 25, 2021 Interest 88,000.00
365 Monday, April 25, 2022 Interest 88,000.00
365 Tuesday, April 25, 2023 Interest 88,000.00
Tuesday, April 25, 2023 Principal Redemption
10,00,000.00
SERIES G
Coupon Rate 8.80%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 94,027.00
365 Thursday, April 25, 2019 Interest 88,000.00
366 Saturday, April 25, 2020 Interest 88,000.00
365 Sunday, April 25, 2021 Interest 88,000.00
365 Monday, April 25, 2022 Interest 88,000.00
365 Tuesday, April 25, 2023 Interest 88,000.00
366 Thursday, April 25, 2024 Interest 88,000.00
Thursday, April 25, 2024 Principal Redemption
10,00,000.00
SERIES H
Coupon Rate 8.80%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 94,027.00
365 Thursday, April 25, 2019 Interest 88,000.00
99
366 Saturday, April 25, 2020 Interest 88,000.00
365 Sunday, April 25, 2021 Interest 88,000.00
365 Monday, April 25, 2022 Interest 88,000.00
365 Tuesday, April 25, 2023 Interest 88,000.00
366 Thursday, April 25, 2024 Interest 88,000.00
365 Friday, April 25, 2025 Interest 88,000.00
Friday, April 25, 2025 Principal Redemption
10,00,000.00
SERIES I
Coupon Rate 8.80%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 94,027.00
365 Thursday, April 25, 2019 Interest 88,000.00
366 Saturday, April 25, 2020 Interest 88,000.00
365 Sunday, April 25, 2021 Interest 88,000.00
365 Monday, April 25, 2022 Interest 88,000.00
365 Tuesday, April 25, 2023 Interest 88,000.00
366 Thursday, April 25, 2024 Interest 88,000.00
365 Friday, April 25, 2025 Interest 88,000.00
365 Saturday, April 25, 2026 Interest 88,000.00
Saturday, April 25, 2026 Principal Redemption
10,00,000.00
SERIES J
Coupon Rate 8.80%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 94,027.00
100
365 Thursday, April 25, 2019 Interest 88,000.00
366 Saturday, April 25, 2020 Interest 88,000.00
365 Sunday, April 25, 2021 Interest 88,000.00
365 Monday, April 25, 2022 Interest 88,000.00
365 Tuesday, April 25, 2023 Interest 88,000.00
366 Thursday, April 25, 2024 Interest 88,000.00
365 Friday, April 25, 2025 Interest 88,000.00
365 Saturday, April 25, 2026 Interest 88,000.00
365 Sunday, April 25, 2027 Interest 88,000.00
Sunday, April 25, 2027 Principal Redemption
10,00,000.00
SERIES K
Coupon Rate 9.14%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 97,660.00
365 Thursday, April 25, 2019 Interest 91,400.00
366 Saturday, April 25, 2020 Interest 91,400.00
365 Sunday, April 25, 2021 Interest 91,400.00
365 Monday, April 25, 2022 Interest 91,400.00
365 Tuesday, April 25, 2023 Interest 91,400.00
366 Thursday, April 25, 2024 Interest 91,400.00
365 Friday, April 25, 2025 Interest 91,400.00
365 Saturday, April 25, 2026 Interest 91,400.00
365 Sunday, April 25, 2027 Interest 91,400.00
366 Tuesday, April 25, 2028 Interest 96,400.00
101
Tuesday, April 25, 2028 Principal Redemption
10,00,000.00
SERIES L
Coupon Rate 9.14%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 97,660.00
365 Thursday, April 25, 2019 Interest 91,400.00
366 Saturday, April 25, 2020 Interest 91,400.00
365 Sunday, April 25, 2021 Interest 91,400.00
365 Monday, April 25, 2022 Interest 91,400.00
365 Tuesday, April 25, 2023 Interest 91,400.00
366 Thursday, April 25, 2024 Interest 91,400.00
365 Friday, April 25, 2025 Interest 91,400.00
365 Saturday, April 25, 2026 Interest 91,400.00
365 Sunday, April 25, 2027 Interest 91,400.00
366 Tuesday, April 25, 2028 Interest 96,400.00
365 Wednesday, April 25, 2029 Interest 96,400.00
Wednesday, April 25, 2029 Principal Redemption
10,00,000.00
SERIES M
Coupon Rate 9.14%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 97,660.00
365 Thursday, April 25, 2019 Interest 91,400.00
366 Saturday, April 25, 2020 Interest 91,400.00
365 Sunday, April 25, 2021 Interest 91,400.00
102
365 Monday, April 25, 2022 Interest 91,400.00
365 Tuesday, April 25, 2023 Interest 91,400.00
366 Thursday, April 25, 2024 Interest 91,400.00
365 Friday, April 25, 2025 Interest 91,400.00
365 Saturday, April 25, 2026 Interest 91,400.00
365 Sunday, April 25, 2027 Interest 91,400.00
366 Tuesday, April 25, 2028 Interest 96,400.00
365 Wednesday, April 25, 2029 Interest 96,400.00
365 Thursday, April 25, 2030 Interest 96,400.00
Thursday, April 25, 2030 Principal Redemption
10,00,000.00
SERIES N
Coupon Rate 9.14%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 97,660.00
365 Thursday, April 25, 2019 Interest 91,400.00
366 Saturday, April 25, 2020 Interest 91,400.00
365 Sunday, April 25, 2021 Interest 91,400.00
365 Monday, April 25, 2022 Interest 91,400.00
365 Tuesday, April 25, 2023 Interest 91,400.00
366 Thursday, April 25, 2024 Interest 91,400.00
365 Friday, April 25, 2025 Interest 91,400.00
365 Saturday, April 25, 2026 Interest 91,400.00
365 Sunday, April 25, 2027 Interest 91,400.00
366 Tuesday, April 25, 2028 Interest 96,400.00
103
365 Wednesday, April 25, 2029 Interest 96,400.00
365 Thursday, April 25, 2030 Interest 96,400.00
365 Friday, April 25, 2031 Interest 96,400.00
Friday, April 25, 2031 Principal Redemption
10,00,000.00
SERIES O
Coupon Rate 9.14%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 97,660.00
365 Thursday, April 25, 2019 Interest 91,400.00
366 Saturday, April 25, 2020 Interest 91,400.00
365 Sunday, April 25, 2021 Interest 91,400.00
365 Monday, April 25, 2022 Interest 91,400.00
365 Tuesday, April 25, 2023 Interest 91,400.00
366 Thursday, April 25, 2024 Interest 91,400.00
365 Friday, April 25, 2025 Interest 91,400.00
365 Saturday, April 25, 2026 Interest 91,400.00
365 Sunday, April 25, 2027 Interest 91,400.00
366 Tuesday, April 25, 2028 Interest 96,400.00
365 Wednesday, April 25, 2029 Interest 96,400.00
365 Thursday, April 25, 2030 Interest 96,400.00
365 Friday, April 25, 2031 Interest 96,400.00
366 Sunday, April 25, 2032 Interest 96,400.00
Sunday, April 25, 2032 Principal Redemption
10,00,000.00
SERIES P
104
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 1,01,507.00
365 Thursday, April 25, 2019 Interest 95,000.00
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
Monday, April 25, 2033 Principal Redemption
10,00,000.00
SERIES Q
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 1,01,507.00
365 Thursday, April 25, 2019 Interest 95,000.00
105
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
Tuesday, April 25, 2034 Principal Redemption
10,00,000.00
SERIES R
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 1,01,507.00
365 Thursday, April 25, 2019 Interest 95,000.00
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
106
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
365 Wednesday, April 25, 2035 Interest 1,00,000.00
Wednesday, April 25, 2035 Principal Redemption
10,00,000.00
SERIES S
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 1,01,507.00
365 Thursday, April 25, 2019 Interest 95,000.00
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
107
365 Friday, April 25, 2025 Interest 95,000.00
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
365 Wednesday, April 25, 2035 Interest 1,00,000.00
366 Friday, April 25, 2036 Interest 1,00,000.00
Friday, April 25, 2036 Principal Redemption
10,00,000.00
SERIES T
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 1,01,507.00
365 Thursday, April 25, 2019 Interest 95,000.00
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
108
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
365 Wednesday, April 25, 2035 Interest 1,00,000.00
366 Friday, April 25, 2036 Interest 1,00,000.00
365 Saturday, April 25, 2037 Interest 1,00,000.00
Saturday, April 25, 2037 Principal Redemption
10,00,000.00
SERIES U
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Pay-in Date - 10,00,000.00
390 Wednesday, April 25, 2018 Interest 1,01,507.00
365 Thursday, April 25, 2019 Interest 95,000.00
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
109
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
365 Wednesday, April 25, 2035 Interest 1,00,000.00
366 Friday, April 25, 2036 Interest 1,00,000.00
365 Saturday, April 25, 2037 Interest 1,00,000.00
365 Sunday, April 25, 2038 Interest 1,00,000.00
Sunday, April 25, 2038 Principal Redemption
10,00,000.00
SERIES V
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Initial Pay-in Date - 3,60,000.00
390 Wednesday, April 25, 2018 Interest 36,542.00
Friday, May 25, 2018 Fully Payin Date - 6,40,000.00
365 Thursday, April 25, 2019 Interest 90,003.00
366 Saturday, April 25, 2020 Interest 95,000.00
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
110
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
365 Wednesday, April 25, 2035 Interest 1,00,000.00
366 Friday, April 25, 2036 Interest 1,00,000.00
365 Saturday, April 25, 2037 Interest 1,00,000.00
365 Sunday, April 25, 2038 Interest 1,00,000.00
365 Monday, April 25, 2039 Interest 1,00,000.00
Monday, April 25, 2039 Principal Redemption
10,00,000.00
SERIES W
Coupon Rate 9.50%
No of Days Schedule Payment Dates Nature of Payment Amount/Debenture
Friday, March 31, 2017 Initial Pay-in Date - 3,60,000.00
390 Wednesday, April 25, 2018 Interest 36,542.00
Friday, May 25, 2018 Fully Payin Date - 6,40,000.00
365 Thursday, April 25, 2019 Interest 90,003.00
366 Saturday, April 25, 2020 Interest 95,000.00
111
365 Sunday, April 25, 2021 Interest 95,000.00
365 Monday, April 25, 2022 Interest 95,000.00
365 Tuesday, April 25, 2023 Interest 95,000.00
366 Thursday, April 25, 2024 Interest 95,000.00
365 Friday, April 25, 2025 Interest 95,000.00
365 Saturday, April 25, 2026 Interest 95,000.00
365 Sunday, April 25, 2027 Interest 95,000.00
366 Tuesday, April 25, 2028 Interest 1,00,000.00
365 Wednesday, April 25, 2029 Interest 1,00,000.00
365 Thursday, April 25, 2030 Interest 1,00,000.00
365 Friday, April 25, 2031 Interest 1,00,000.00
366 Sunday, April 25, 2032 Interest 1,00,000.00
365 Monday, April 25, 2033 Interest 1,00,000.00
365 Tuesday, April 25, 2034 Interest 1,00,000.00
365 Wednesday, April 25, 2035 Interest 1,00,000.00
366 Friday, April 25, 2036 Interest 1,00,000.00
365 Saturday, April 25, 2037 Interest 1,00,000.00
365 Sunday, April 25, 2038 Interest 1,00,000.00
365 Monday, April 25, 2039 Interest 1,00,000.00
366 Wednesday, April 25, 2040 Interest 1,00,000.00
Wednesday, April 25, 2040 Principal Redemption
10,00,000.00
112
ANNEXURE VII: FORMAT OF BALANCE NOTICE
To,
[insert details of the Debenture Holder]
[insert address of Debenture Holder]
Attention: [●]
Dear Sir,
Re: Issue of 15000 (Fifteen Thousand) rated, secured, listed, partly paid,
redeemable non-convertible debentures each having a face value of Rs.
10,00,000 (Rupees Ten Lakh) each, of the aggregate face value of Rs.
1500,00,00,000 (Rupees One Thousand Five Hundred Crores only) by
Kudgi Transmission Limited (the “Company”) on March 31, 2017
AND
Re: Balance Amount due in respect of the Part B Debentures
1. We refer to the captioned issue of Debentures. All capitalised used but not
defined herein shall have the meaning assigned to such terms in the Information
Memorandum, dated March 30, 2017 (“Information Memorandum”).
2. We hereby record, acknowledge and confirm that there is no (a) Event of
Default or (b) any event or circumstance has occurred, which with, the expiry
of a grace period, the giving of notice, the making of any determination or any
combination thereof, would constitute an Event of Default, subsisting.
3. As required under the terms of captioned issue, you are required to make
payment of the Balance Amount due on the Debentures as follows:
Date when
Balance Amount
is to be paid
Number of Partly
Paid Debentures
held
Balance
Amount Due
per Debenture
Total Balance
Amount
Payable
May 25 ,2018 2000 6,40,000 128,00,00,000
4. Please make payment of the Balance Amount by remitting the same to the
following account of the Company:
Beneficiary Name : KUDGI TRANSMISSION LIMITED ESCROW
ACCOUNT
Bank Account No. : A/c No. 000166200000292
IFSC CODE : YESB0000001
Bank Name : YES BANK
113
Branch Address : Yes Bank Limited – Worli Branch,
First floor, Moti Mahal,
Dr. Annie Besant Road, Worli,
Mumbai – 400018
Maharashtra.
Yours Truly,
[Authorized signatory]
