information memorandumy (incorporated under the state ... im 26072019.pdf · email : [email protected],...

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Serial No. ____________ Addressed to: _________

INFORMATION MEMORANDUM

KERALA FINANCIAL CORPORATION

(Incorporated under the State Financial Corporations Act No. LXIII of 1951) H.O.: Vellayambalam, Thiruvananthapuram, Kerala-695033

Phone: 0471- 2737500, 2311750, 2318319 Fax: 0471- 2313813 Email : [email protected], Website : www.kfc.org

INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF UP TO 1,000 (ONE THOUSAND) RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES EACH BEARING A FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKH ONLY) OF THE AGGREGATE NOMINAL VALUE OF UP TO RS. 100,00,00,000/- (RUPEES ONE HUNDRED CRORE ONLY) WITH A GREEN SHOE OPTION OF UP TO 1,500 (ONE THOUSAND AND FIVE HUNDRED) RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES EACH BEARING A FACE VALUE OF RS. 10,00,0000/- (RUPEES TEN LAKH ONLY) OF THE AGGREGATE NOMINAL VALUE OF UP TO RS. 150,00,00,000/- (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY), COMPRISING OF 4 (FOUR) SEPARATELY TRANSFERABLE REDEEMABLE PRINCIPAL PARTS (“DEBENTURES”) ON PRIVATE PLACEMENT BASIS (“ISSUE”)

BACKGROUND

This Information Memorandum is related to the Debentures to be issued by Kerala Financial Corporation (the “Issuer”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the board of directors of the Issuer on April 29, 2019 and the asset liability management committee of the Issuer on May 7, 2019 and June 17, 2019.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer, this Information Memorandum issued in pursuance hereof and the Issue including the risks involved. Specific attention of investors is invited to statement of Risk Factors contained under Section 3 of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issuer, that the information contained in the Information Memorandum is true and correct in all aspects and is not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any respect.

CREDIT RATING The Debentures proposed to be issued by the Issuer have been rated by Brickwork Ratings India Private Limited and Acuité Ratings & Research Limited (“Rating Agency(ies)”). Brickwork Ratings India Private Limited has vide its letter dated July 3, 2019 assigned a rating of ‘BWR AA (SO)’ (pronounced BWR Double A) in respect of the Debentures. Acuité Ratings & Research Limited has vide its letter dated July 3, 2019 assigned a rating of ‘ACUITE Provisional AA (SO)’ (pronounced ACUITE Provisional Double A (Structured Obligation)) in respect of the Debentures. The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The

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ratings may be subject to revision or withdrawal at any time by the Rating Agencies and should be evaluated independently of any other ratings. Please refer to Annexure II of this Information Memorandum for the letters dated July 3, 2019 from Brickwork Ratings India Private Limited and July 3, 2019 from Acuité Ratings & Research Limited assigning the credit rating abovementioned and the rating rationale adopted by the Rating Agency for the aforesaid credit rating.

Issue Schedule

Issue Opening Date/ Bid Opening Date July 8, 2019

Issue Closing Date/ Bid Closing Date July 8, 2019

Pay-in Date July 9, 2019

Deemed Date of Allotment July 9, 2019

LISTING

The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange (“BSE”).

This Information Memorandum is dated June 3rd, 2019

TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

Catalyst Trusteeship Ltd. GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, Pune -411038 Ph. 020-25280081

Cameo Corporate Services Ltd #1 Club House Road Chennai 600002 Ph. 044 40020752/741

Arrangers to the issue

A K Capital Services Ltd 403, 4thFloor, East Wing, Tulsiani Chambers, Free Press Journal Marg,212, Nariman Point,

Mumbai-400021

Real Growth Securities Private Limited 112-A&B, Jyoti Shikhar Building, Janak Puri,

New Delhi-58

Tipsons Consultancy Services Pvt Ltd Tipsons Group, 1008, 10thFloor, Akashdeep Building, 26/A, Barakhamba Lane, Connaught

Place, New Delhi-110001

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TABLE OF CONTENTS

SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS 4

SECTION 2: DEFINITIONS AND ABBREVIATIONS 7

SECTION 3: RISK FACTORS 10

SECTION 4: REGULATORY DISCLOSURES 11

SECTION 5: DISCLOSURES PERTAINING TO WILFUL DEFAULT 36

SECTION 6: OTHER INFORMATION AND APPLICATION PROCESS 37

SECTION 7: DECLARATION 44

ANNEXURE I: APPLICATION FORM 45

ANNEXURE II: RATING LETTER 49

ANNEXURE III: ILLUSTRATION OF BOND CASH FLOWS 51

ANNEXURE IV: DEBENTURE TRUSTEE CONSENT LETTER 56

ANNEXURE V: RESOLUTIONS 57

ANNEXURE VI: REGISTRAR CONSENT LETTER 60

ANNEXURE VII: IN PRINCIPLE APPROVAL - BSE 61

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SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS

This Information Memorandum (the “Information Memorandum”) is neither a prospectus nor a statement in lieu of prospectus under the Act. This Information Memorandum has not been submitted to or approved by the Securities and Exchange Board of India (“SEBI”). This Issue of Debentures is being made strictly on a private placement basis. The Information Memorandum does not constitute and shall not be deemed to constitute an offer or an invitation to the public to subscribe to the Debentures. Neither the Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and a recipient of the Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each potential investor contemplating the purchase of 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 as well as the structure of the Issue. 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 analyse such investment and the suitability of an investment to the investor's particular circumstances. No person has been authorised to give any information or to make any representation not contained in or incorporated by reference in the Information Memorandum or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. The Information Memorandum and the contents hereof are addressed only to the intended recipients who have been addressed directly and specifically through a communication by the Issuer. All potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of the Information Memorandum are intended to be used only by those potential investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being made to any person other than the investor to whom the Information Memorandum has been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer may be rejected without assigning any reason. You shall not and are not authorised to: (1) deliver the Information Memorandum to any other person; or (2) reproduce the Information Memorandum, in any manner whatsoever. Any distribution or reproduction or copying of the Information Memorandum in whole or in part or any public announcement or any announcement to third parties regarding the contents of the Information Memorandum is unauthorised. Failure to comply with this instruction may result in a violation of Applicable Laws of India and/or other jurisdictions. The Information Memorandum have been prepared by the Issuer for providing information in connection with the proposed Issue. The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum 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 Information Memorandum nor the issue of any Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date thereof. This Issue is a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue in any jurisdictions other than India. Hence, the Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised 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 Information Memorandum in any jurisdiction where such action is required. The Information Memorandum is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where

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distribution or use of such information would be contrary to law or regulation. Persons into whose possession the Information Memorandum come are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to potential investors in the Issue on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise. It is the responsibility of allottees of these Debentures to also ensure that they/it will transfer these Debentures in strict accordance with this Information Memorandum and other applicable laws.

DISCLAIMER CLAUSE OF THE ISSUER The Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at their own risk.

DISCLAIMER OF THE ARRANGERS

It is advised that the Issuer has exercised self-due-diligence to ensure complete compliance of prescribed disclosure norms in this Information Memorandum. The role of the Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. The Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Information Memorandum. The Arrangers shall use this document for the purpose of soliciting subscription from qualified institutional investors in the bonds to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this document by the Arrangers should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. The Arrangers or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document.

DISCLAIMER IN RESPECT OF JURISDICTION

Issue of these Debentures have been/will be made in India to investors as specified under clause “Eligible Investors” in this Information Memorandum, who have been/shall be specifically approached by the Issuer. The Offer Documents are not to be construed or constituted as 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 exclusive jurisdiction of the courts and tribunals at Ernakulam. The Information Memorandum 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.

DISCLAIMER IN RESPECT OF 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 Rating Agencies have based its ratings on information obtained from sources believed by it to be accurate and reliable. The 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

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bank facilities/instruments are rated by the Rating Agencies have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

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.

DISCLAIMER CLAUSE OF SEBI

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.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. The investor 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 application money.

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SECTION 2: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. General terms

Term Description

the Corporation/ the Issuer/ KFC

Kerala Financial Corporation

Issue related terms

Term Description

Allotment/Allot The allotment of the Debentures

Application Form The form in which an investor can apply for subscription to the Debentures

Beneficial Owner(s) Holder(s) of the Debentures in dematerialised form as defined under Section 2 of the Depositories Act

BSE Bombay Stock Exchange

Business Day shall mean any day of the week (excluding Saturdays, Sundays and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which the money market is functioning in Mumbai and Thiruvananthapuram, and “Business Days” shall be construed accordingly

CDSL Central Depository Services (India) Limited

Control shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner

Coupon Period The period of 6 (Six) months commencing from the Deemed Date of Allotment and every subsequent period of 6 (Six) months thereafter provided however that the last Coupon Period shall commence from the preceding Coupon Payment Date and end on the relevant Redemption Date

Debenture Holder Initially, the persons who are the initial subscribers to the Debentures and for the time being holders of the Debentures and for the subsequent Debenture Holder(s), each who fulfils the following requirements: (a) Persons who are registered as such as Beneficial Owners; and (b) Persons who are registered as debenture holder(s) in the register of Debenture Holder(s), (and shall include registered transferees of the Debentures from time to time with the Issuer and the Depository) and in the event of any inconsistency between sub-clause (a) and (b) above, sub-clause (a) shall prevail

Debenture Trustee

Debenture trustee for the Debenture Holders, in this case being Catalyst Trusteeship Limited

Debenture Trustee Agreement

The debenture trustee agreement dated July 3, 2019 entered into by and between the Issuer and the Debenture Trustee

Debenture Trust Deed Deed to be executed by and between Debenture Trustee and the Issuer for the

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Term Description

purposes of the issuance of the Debentures

Debt Service Reserve Account/ DSRA

The bank account opened by the Issuer with the Escrow Bank and operated by the Debenture Trustee in the manner and upon the terms and conditions provided for in the Escrow Agreement

Deed of Hypothecation The deed of hypothecation executed by the Issuer in favour of the Debenture Trustee on or about the date hereof

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL

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

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

DP-ID Depository Participant Identification Number

Due Date Any date on which any payment becomes due and payable to the Debenture Holders in respect of the Debentures under the Transaction Documents and shall include, without limitation, each of the Maturity Dates, the Coupon Payment Dates and any date on which payment is required to be made by the Issuer in terms of the Transaction Documents

Electronic Book Provider Bombay Stock Exchange

ECS Electronic clearing system

Escrow Account The account opened with the Escrow Bank, which account is to be operated in the manner and upon the terms and conditions provided for in the Escrow Agreement

Escrow Agreement The escrow agreement dated on or about the date hereof entered into by and between the Issuer, the Debenture Trustee, the Revenue Bank and the Escrow Bank

Escrow Bank HDFC Bank Limited

Majority Debenture Holders

Debenture Holder(s) whose dues, either individually or collectively aggregate, at the relevant point of time, to atleast 75% (Seventy Five per cent) of the outstanding principal amount; it is however clarified that, if a resolution is required to be passed in relation to a matter concerning a particular STRPP, the term “Majority Debenture Holders” shall mean the Debenture Holder(s) whose dues, either individually or collectively aggregate, at the relevant point of time, to atleast 75% (Seventy Five per cent) of the outstanding principal amount of that STRPP

Minimum Security Cover Security Cover of at least 1.25 (One decimal point Two Five) times

NEFT National Electronic Fund Transfer Service

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

Payment Accounts The Escrow Account and the Debt Service Reserve Account, individually or collectively, as the context may require

Permitted Investments (a) Fixed deposits with scheduled commercial banks having a rating of AA or higher; (b) Central/ State government securities (including treasury bills and state development loans securities); (c) Bonds having a rating of AA or higher assigned by atleast 2 (Two) rating agencies registered with the Securities &

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Term Description

Exchange Board of India under the SEBI (Credit Rating Agencies) Regulations, 1999

RTGS Real Time Gross Settlement

Rating Agencies Brickwork Ratings India Private Limited and Acuité Ratings & Research Limited

Revenue Bank Federal Bank Limited

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992

SEBI Act 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) Regulations, 2008 issued by SEBI, as amended by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 vide notification dated October 12, 2012 and from time to time

SEBI Electronic Book Mechanism Guidelines

The guidelines issued by SEBI and pertaining to the Electronic Book Mechanism set out in the terms specified by the SEBI in its Circular dated January 05, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book mechanism for issuance of securities on private placement basis’ read along with the related Clarifications dated August 16, 2018 (bearing reference number SEBI/HO/DDHS/CIR/P/2018/122), and the related operational guidelines issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time

Security Cover The ratio of the value of the eligible receivables (as ascertained in terms of the Transaction Documents) and the secured obligations of the Issuer in respect of the Debentures

STRPP STRPP A, STRPP B, STRPP C and STRPP D, individually or collectively, as the context may require

STRPP A Up to 2,500 (Two Thousand and Five Hundred only) secured, rated, listed, redeemable, non-convertible bonds in the nature of non-convertible debentures each having a face value of Rs. 2,50,000/- (Rupees Two Lakh and Fifty Thousand only) of the aggregate nominal value of up to Rs. 62,50,00,000/- (Rupees Sixty Two Crore and Fifty Lakh only)

STRPP B Upto 2,500 (Two Thousand and Five Hundred only) secured, rated, listed, redeemable, non-convertible bonds in the nature of non-convertible debentures each having a face value of Rs. 2,50,000/- (Rupees Two Lakh and Fifty Thousand only) of the aggregate nominal value of up to Rs. 62,50,00,000/- (Rupees Sixty Two Crore and Fifty Lakh only)

STRPP C Upto 2,500 (Two Thousand and Five Hundred only) secured, rated, listed, redeemable, non-convertible bonds in the nature of non-convertible debentures each having a face value of Rs. 2,50,000/- (Rupees Two Lakh and Fifty Thousand only) of the aggregate nominal value of up to Rs. 62,50,00,000/- (Rupees Sixty Two Crore and Fifty Lakh only)

STRPP D Upto 2,500 (Two Thousand and Five Hundred only) secured, rated, listed, redeemable, non-convertible bonds in the nature of non-convertible debentures each having a face value of Rs. 2,50,000/- (Rupees Two Lakh and Fifty Thousand only) of the aggregate nominal value of up to Rs. 62,50,00,000/- (Rupees Sixty Two Crore and Fifty Lakh only)

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SECTION 3: RISK FACTORS

The following are the risks envisaged by the management of the Issuer relating to the Issuer. Potential investors should carefully consider all the risk factors in this Information Memorandum for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. 3.1 High exposure to tourism sector

The exposure of the Issuer to the hotel/tourism sector stands at 22.79% (Twenty Two decimal Seven

Nine Percentage) in financial year 2018-2019 on the total loans and advances provided by the Issuer.

3.2 High committed expenses as percentage of state’s own revenue and state’s revenue deficit levels

As per the State of Kerala’s budget financials, the State of Kerala has shown high committed

expenses as a percentage of the State’s own revenues (which committed expenses consists of

interest payments, salaries and pensions). The State of Kerala has reported a revenue deficit to the

GSDP of 1.66% (One decimal point Six Six percent) as per the BE of financial year 2018-2019.

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SECTION 4: REGULATORY DISCLOSURES

4.1 DOCUMENTS SUBMITTED TO THE EXCHANGES

The following documents have been/ shall be submitted to the BSE:

(a) Memorandum and Articles of Association of the Issuer and the 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

agreements; (d) Copy of the Board/ Committee Resolution authorising the issue of Debentures and list of

authorised signatories; (e) Undertaking from the Issuer stating that the necessary documents for the creation of the

charge including the Debenture Trust Deed, would be executed within the time frame specified, and uploaded on the website of the BSE/ NSE, where the Debentures shall be listed, within a period of 5 (Five) working days of the execution of the same;

(f) Any other particulars or documents that BSE/ NSE may call for as it deems fit.

4.2 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

agreements; (d) Latest audited / limited review half yearly consolidated (wherever available) and standalone

financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any.

(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) days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the 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.

4.3 Name and Address of the following:

Name of the Issuer : Kerala Financial Corporation Registered Office of Issuer : Vellayambalam, Thiruvananthapuram-695033 Head Office of Issuer : Vellayambalam, Thiruvananthapuram-695033 Corporate Office of Issuer : Vellayambalam, Thiruvananthapuram-695033 Compliance Officer of Issuer : Premnath Ravindranath CFO of the Issuer : Soya K Contact No. : 0471-2737500 Website : www.kfc.org

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Arrangers, if any A K Capital Services Ltd 403, 4thFloor, East Wing, Tulsiani Chambers, Free Press Journal Marg,212, Nariman Point, Mumbai-400021 Real Growth Securities Private Limited 112-A&B, Jyoti Shikhar Building, Janak Puri, New Delhi-58 Tipsons Consultancy Services Pvt Ltd Tipsons Group, 1008, 10thFloor, Akashdeep Building, 26/A, Barakhamba Lane, Connaught Place, New Delhi-110001

Trustee of the Issue : Catalyst Trusteeship Ltd. GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, Pune -411038 Ph. 020-25280081

Registrar of the Issue : Cameo Corporate Services Ltd

#1 Club House Road, Chennai 600002 Ph. 044 40020752/741

Credit Rating Agency (ies) of the Issue and Address : Brickwork Ratings India Private Limited

3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara, Bannerghatta Road, Bangalore – 560 076 India Acuité Ratings & Research Limited A-812, The Capital, G Block, BKC, Bandra (E), Mumbai - 400051

Auditors of the Issuer : Krishnan Retna & Associates, Chartered accountants

TC 37/1510-133, 201-Nandini Garden, Fort Thiruvananthapuram-695023 Kerala

4.4 A brief summary of business / activities of Issuer and its line of business

A. Functioning of the Corporation:

KFC is a public sector undertaking owned by the Government of Kerala and has been constituted under the State Financial Corporations Act, 1951. KFC has played a major role in bolstering the industrial environment and promoting entrepreneurship in Kerala by supporting enterprises in the Micro Small and Medium Enterprise (“MSMEs”) sector since its inception in 1953. In the recent years, Corporation has emerged as one of the best performing public sector undertakings in Kerala with its innovative schemes, customer-friendly approach and technologically assisted services. KFC today offers term loans on very easy terms and at competitive rates of interest. To aspiring entrepreneurs, under the Kerala Self Entrepreneur Development Mission (KSEDM), the Corporation has provided interest free loans to start their ventures. With an effective monitoring system, objective appraisal and sanction procedures, the recoveries and collection of interest have shown an upward trend. The financial assistance is provided in the form of term loans, working capital loans and special schemes. Further, besides the size of portfolio, emphasis is now being laid on improving the quality of its advances. KFC is a member of the Credit Guarantee Fund Trust for

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Micro & Small Enterprises and provides credit facility up to Rs. 50,00,000 (Rupees Fifty Lakhs) without collaterals and third party guarantees to MSMEs. The Corporation is committed to capitalize growth opportunities and enhance customer experience by developing a responsible corporate governance framework in adherence to highest ethical standards and without compromising regulatory compliance. KFC has 16 ( Sixteen) branch offices with its headquarters at Thiruvananthapuram and zonal offices at Kozhikode, Ernakulam and Kollam.

B. Brief summary of the business / activities of the Issuer and its line of business:

(i) OVERVIEW

Activities of the Corporation

Sanction of term loans to new Micro, Small and Medium enterprises in the manufacturing and Services Sector.

Sanction of term loans to existing industrial concerns and Services sector units for expansion/Modernization/diversification.

Sanction of working capital loans to meet working capital requirements of industrial/service enterprises under special schemes.

Special scheme for financial assistance to civil contractors.

Special scheme for financial assistance for producing feature films and TV serials.

Special scheme for modernization, up gradation and expansion of existing cinema theatres and establishment of new multiplexes.

Special scheme for purchase of lab equipments/waste management.

Interest subvention scheme for Innovative projects.

During the year, the Corporation adopted the three pronged strategy to drive its strategic transformation through focused interventions, viz. (i) Strengthening credit mechanisms (ii) Reducing cost of funds and (iii) Cleanup of balance sheet to recover maximum bad loans. It has been a transformational year for the Corporation with lot of reforms and other major policy developments put in place. The strategies adopted by the Corporation and the reforms set in are for the long term benefits of the Corporation and the success of these efforts would enable KFC to secure a better credit rating, thereby lowering the cost of funds, lend at competitive rates and increase its loan portfolio further. In keeping with its intended positioning as a full-service financial institution and to ensure a more balanced business mix, the Corporation offers an array of products and services to cater to the full spectrum of its customers’ requirements.

As a part of its comprehensive turnaround strategy, the Corporation has been working towards realignment of its business mix in favour of high rated and good customers lending business while limiting the exposure to low-rated corporate clients, CRE sector, other risky sectors etc. This strategy has been adopted as it would facilitate in improving the quality, strength and size of the balance sheet. Simultaneously, the Corporation has adopted a comprehensive action plan and road map for reduction of Non-Performing Assets (NPAs), which involves strengthening the overall structure, defining clear-cut policy guidelines, emphasizing on timely data availability/ analysis-based activity monitoring and structured review, case-specific strategy-based recovery action for high value accounts and persistent, timely, action-based approach to other accounts. To support this overarching strategy, the Corporation has ensured that the credit appraisal, credit monitoring and recovery teams are adequately staffed. Additionally, the Corporation has been leveraging its core strengths, that is, strong brand name in the State of Kerala, efficient and excellent customer service, robust IT platform, among others, to achieve its business objectives. Underlying its strategic

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initiatives, the Corporation continues to remain committed towards its customers with a number of customer-centric initiatives. The key business initiatives taken during the year are given below.

Switch over from Existing PLR Regime to Base Rate Regime.

Setting up New Marketing Vertical.

Setting up Centralized Business Review Mechanism.

Setting up New Project Appraising Hubs.

Setting up New Rating and Risk Management Department.

Strengthening Audit & Inspection Wing

Strengthening Asset Management Department (AMD).

Placed Business Continuity Management Policy

Set up Advisory Committee.

Introduced New Loan Schemes

Strengthening the Human Resource.

Introduced Performance Based Variable Incentive System.

Cleaned up Balance Sheet to Recover Maximum Bad Loans.

Conducted Settlement Adalaths.

Implemented National Pension Scheme.

The year under review has been extremely satisfying with the Corporation witnessing a complete transformation. Not only has its lending business tripled over this one year period, KFC has also become much more client focused and competitive with a focused business strategy and vigorous marketing efforts. As a result of these far reaching changes, today KFC has acquired a new image in the MSME sector as a partner of choice. The metric that best captures performance is the loan portfolio growth which stood at about 9.47 %. The other key performance indicators are Sanctions (up 127.23%), Disbursements (up 35.91%), Net Profit (up 113.25%) and Gross NPA (down 9.42%). However, the year proved to be a difficult one for the entire banking sector due to various factors and the performance of the Corporation can be considered remarkable given this difficult economic environment. This assumes even more significance as it came in the face of floods which led to growth pangs from the second quarter onwards.

C. Corporate Structure:

Rs. in crore

Financial Year 2018-19 2017-18 2016-17

Portfolio Size 2684.01 2451.79 2474.11

Sanctions 1644.95 723.93 385.31

Disbursements 815.79 600.23 655.27

Recovery 900.00 944.67 874.28

Interest Income 292.20 319.50 305.16

Total Income 428.26 376.88 364.73

Total Expenditure 397.27 356.69 356.86

Op. Profit before technical write off of bad debts 198.03 144.63 127.68

Op. Profit after technical write off of bad debts 31.00 20.19 7.87

Net Profit before Tax 26.65 15.04 7.87

Net profit after tax 17.70 8.30 5.69

Net worth 457.41 441.08 435.45

Capital Adequacy Ratio % 19.24 17.26 17.03

Gross NPA % 5.77 6.37 8.51

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Net NPA % 1.82 2.03 4.25

Strengths and Feats

Assisted over 65,000 units.

Positive attitude towards first generation entrepreneurs/greenfield projects.

Longer gestation and repayment period.

Lowest Interest rates in the market.

Wide delegation of powers to the branches and zonal offices.

Easy access and hassle-free procedures.

Hand-holding and friendly services, besides finance. Time-bound sanction and disbursement.

Only 0.5% processing fee and no hidden charges.

Dedicated and professionally qualified personnel. Technology driven appraisal, monitoring and MIS.

An ISO Certified organization.

Principal Officers

Sr no.

Name & Designation Address & Telephone

1 Sri. Sanjeev Kaushik, IAS Chairman & Managing Director,

Kerala Financial Corporation, Vellayambalam, Thiruvananthapuram. Phone:0471-2315891,2311750 Email: [email protected]

2 Sri.Premnath Ravindranath, Executive Director

Kerala Financial Corporation, Vellayambalam, Thiruvananthapuram. Mob:9496030120 [email protected]

3 Sri.Ranjith Kumar E R , General Manager(I)

Kerala Financial Corporation, Vellayambalam, Thiruvananthapuram. Mob: 91885 25193

4 Smt. Soya K, Financial Controller

Kerala Financial Corporation, Vellayambalam, Thiruvananthapuram. Mob:9496030174 [email protected]

D. Key Operational and Financial Parameters for the last 3 audited years:

Rs.In Lakhs

Particulars FY 2018-19 FY 2017-18 FY 2016-17

Net worth 45,741.34 44,108.35 43,544.53

Total Long Term Debt 216,399.15 201,553.05 192,589.96

of which - Non Current Maturities of Long Term Borrowing

176,399.00 175,860.38 161,146.10

Current Maturities of Long term Borrowing

40,000.15 25,692.67 31,443.86

Short Term Borrowing 10,000.00 15,073.18 11,189.43

mailto:[email protected]



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Net Fixed Assets 581.74 571.65 436.87

Non-Current Assets 8,591.51 7,391.59 7,546.37

Cash and Cash Equivalents

489.70 16,505.99 1,166.91

Currents Investments 8,970.53 2,022.00 2,016.50

Current Assets 7,959.61 9,822.18 14,639.01

Current Liabilities 5456.28 4,811.60 4,615.53

Assets Under Management

268,401.01 245,179.49 247,411.44

Off Balance Sheet Assets

Interest Income 29219.72 31950.06 30516.23

Interest Expense 18594.46 19044.84 20073.91

Provisioning & Write offs

16767.38 12481.27 12061.12

PAT 1769.53 830.32 569.47

Gross NPA( %) 5.77 6.37 8.51

Net NPA (%) 1.82 2.03 4.25

Tier I Capital Adequacy Ratio

19.24 17.26 16.83

Tier II Capital Adequacy Ratio

19.24% 17.26% 17.03%

E. Gross Debt: Equity Ratio of the Issuer:

Before the issue of debt securities 4.95

After the issue of debt securities 5.50

F. Project cost and means of financing, in case of funding new projects:

NA

4.5 Brief history of Issuer since its incorporation giving details of its following activities:

KFC, incorporated under the State Financial Corporations Act of 1951, is a trend setter and path breaker in the field of long-term finance, playing a major role in the development and industrialization of Kerala. It was established as the Travancore Cochin Financial Corporation 01.12.1953.

Consequent to the reorganization of states on linguistic basis in November 1956, the State of Kerala was formed and the Travancore Cochin Financial Corporation was renamed as Kerala Financial Corporation.

A. Details of Share Capital as on last quarter end i.e. March 31, 2019

Rs. In Lakhs

Share Capital Amount

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Authorized Share Capital

3,50,00,000 shares of Rs. 100 each 35000.00

Issued, Subscribed and Paid up Share Capital

22,650,428 shares of Rs. 100 each 22650.42

B. Changes in its capital structure as on last quarter end i.e. June 30, 2019, for the last 5 (Five)

years:

Amount in Rs

Particulars Amount Remarks

Balance as on 31.03.2012 2,119,730,300 -

Balance as on 31.03.2013 2,119,730,300 -

Balance as on 31.03.2014 2,119,730,300 -

Balance as on 31.03.2015 2,218,642,800 Ordinary shares issued during the year 989,125 shares of Rs.100 each

Balance as on 31.03.2016 2,218,642,800 -

Balance as on 31.03.2017 2,218,642,800 -

Balance as on 31.03.2018 2,265,042,800 Ordinary shares issued during the year 464,000 shares of Rs.100 each

Balance as on 31.03.2019 2,265,042,800

C. Equity Share Capital History of the Issuer as on last quarter end i.e. June 30, 2019, for the last 5

(Five) years:

Date of Allotment

No of Equity Shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration (Cash, other than cash, etc.)

Nature of Allotment

Cumulative Remarks

No. of Equity Shares

Equity Share Capital (Rs.)

Equity Share Premium

28.10.2014

989125 100 100 Cash Fresh issue

22186428 2218642800 NIL 2014-15

NA NIL 100 100 Cash Fresh issue

22186428 2218642800 NIL 2015-16


22186428 2218642800 NIL 2016-17


22186428 2218642800 NIL 2017-18

11.05.2018

464000 100 100 Cash Fresh issue

22650428 2265042800 NIL 2018-19

D. Details of any Acquisition or Amalgamation in the last 1 (One) year:

Nil

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E. Details of any Reorganisation or Reconstruction in the last 1 (One) year:

Nil

4.6 Details of the shareholding of the Issuer as on the latest quarter end, i.e. June 30, 2019

A. Shareholding pattern of the Issuer as on last quarter end, June 30, 2019

Sr.No Particulars Total No. of Equity Shares

No of shares in demat form

Total Shareholding as % of total no of equity shares

1 Government of Kerala 22,026,937 Nil 97.25

2 SIDBI 613,327 613,327 2.71

3 LIC 7,103 7,103 0.03

4 SBI 2,099 2,099 0.01

5 Others 962 4 0.00

Total 22,650,428 622,533 100.00

Notes: Shares pledged or encumbered by the promoters: Nil

B. List of top 10 holders of equity shares of the Issuer as on the latest quarter end, i.e. June 30, 2019

Sr.No Name of the Shareholders Total No. of Equity Shares

No of shares in demat form

Total Shareholding as % of total no of equity shares

1 Government of Kerala 22,026,937

Nil 97.25

2 SIDBI 613,327 613,327 2.71

3 LIC 7,103 7,103 0.03

4 SBI 2,099 2,099 0.01

5 Kerala state Cooperative Agricultural & Rural development bank Ltd

207 Nil 0.00

6 C Chandramohan 124 Nil 0.00

7 N Rajkumar 46 Nil 0.00

8 K Mytheenkunju sons pltd 41 Nil 0.00

9 Kuttanad agricultural Cooperative society Ltd

41 Nil 0.00

10 N Jayakrishnan 41 Nil 0.00

4.7 Following details regarding the directors of the Issuer:

A. Details of current directors of the Issuer *:

Name, Designation, DIN Age Address Director of the Issuer since

Details of other directorships

Sanjeev Kaushik IAS, Chairman and Managing Director DIN - 02842527

50 Chairman and Managing Director, Kerala Financial Corporation,

24.01.2018 Kerala Tourism Development Corporation Limited, Malabar

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Vellayambalam, Thiruvananthapuram

Cements Ltd, Malabar Distilleries Limited, Kerala State Beverages (Manufacturing and Marketing) Corporation Ltd, Kerala Transport Development Finance corporation Ltd, Kerala Infrastructure Fund Management limited

K Biju IAS Director DIN - 05216725

49 Director of Industries and Commerce, Directorate of Industries Commerce, Vikas Bhavan P.O, Thiruvananthapuram

13.08.2018 Overseas Development And Employment promotion Consultants Ltd, Kerala Small Industries Development corporation Limited, Western India Kinfra Ltd

E K Harikumar Director DIN – Nil

62 Elakkode House, Manali Mungode, Peyad PO, Thiruvananthapuram-695573

11.09.2017 Nil

Anilkumar Parameswaran, Director DIN – Nil

51 TC2/219(1), SNRA-5, Safalya Nagar , Kesavadasapuram, Pattom PO, Thiruvananthapuram -695004

11.09.2017 Nil

Partha Sarathi Patra Director DIN – Nil

52 General Manager, Network1, State Bank of India Local Head Office, Poojappura, Thiruvananthapuram

15.07.2018 Nil

Smt.Deepa Sivadasan Director DIN – Nil

45 Senior Divisional Manager, Life Insurance

25.06.2016 Nil

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Corporation. of India, Pattom, Thiruvananthapuram

T S Ajith Director DIN - 08150821

47 Deputy General Manager, Small Industries Dev. Bank of India, Finance Towers, 2nd Floor, Kaloor, Kochi - 682017

07.05.2018 Nil

*Issuer to disclose name of current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. - None

B. Details of change in directors since last 3 (Three) years:

Name, Designation, DIN Date of Appointment/ Resignation

Director of the Issuer since (in case of resignation)

Remarks

Sanjeev Kaushik IAS CMD

24.01.2018 - CMD

M G Rajamanickam IAS CMD

18.11.2017 18.06.2016 CMD

Sharmila Mary Joseph IAS 24.01.2019 28.09.2017 Director

K N Satheesh IAS 12.08.2018 28.09.2017 Director

Alok kumar sharma 15.07.2018 07.03.2018 Director

Allada Sreenivas 06.05.2018 25.07.2016 Director

K Vatsakumar 06.05.2018 22.06.2015 Director

K Biju IAS 13.08.2018 - Director

E K Harikumar 11.09.2017 - Director

Anikumar Parameswaran 11.09.2017 - Director

Partha sarathi patra 15.07.2018 - Director

Santha Varkey 25.06.2016 - Director

T S Ajith 07.05.2018 - Director

A Aravind 07.03.2018 21.08.2015 Director

Premilla V Nair FCA 10.09.2017 26.09.2011 Director

P Joy Oommen CMD

31.05.2016 23.02.2013 CMD

B Srinivas IAS 28.09.2016 12.08.2015 Director

Kamla Vardhana Rao IAS 23.03.2017 29.09.2016 Director

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Name, Designation, DIN Date of Appointment/ Resignation

Director of the Issuer since (in case of resignation)

Remarks

Teeka Ram Meena , IAS 28.09.2017 24.03.2017 Director

P M Francis IAS 31.05.2017 21.08.2015 Director

Anadi Charan Sahu 24.07.2016 12.04.2016 Director

M S Shaji 24.06.2016 16.06.2014 Director

Ram nath 11.04.2016 27.09.2014 Director

4.8 Following details regarding the auditors of the Issuer:

A. Details of the auditor of the Issuer:

Name Address Remarks

M/s. Krishnan Retna & Associates, Chartered Accountants,

TC 37/1510 – 133, 201 Nandini Garden Fort PO, Thiruvananthapuram – 695 023

Statutory Auditor FY 2018-19

B. Details of change in auditors since last 3 (Three) years:

Name Address Date of Appointment/ Resignation

Auditor of the Corporation since

(in case of resignation)

Remarks

M/s.JAKS Associates

TC6/686(3), Vattiyoorkavu

PO:Thiruvananthapuram-

695013,Kerala

Fax:(0471)2722996

18.07.2018 (Resignation date)

Statutory Auditor for FY 2014-15, FY 2015-16, FY 2016-17 and FY 2017-18

-

4.9 Details of borrowings of the Issuer, as on latest quarter end (June 30, 2019)

A. Details of Secured Loan Facilities:

Lender’s Name

Type of Facility

Amount Sanctioned (Rs. in Lakhs)

Principal Amount outstanding (Rs. in Lakhs)

Repayment Date / Schedule (Rs. in Lakhs) Security

SBI Kowdiar

Term Loan 20000

18750.00

Yearly Repayment in 7 Years with 1 year moratorium

Hypothecation of certain identified

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Lender’s Name

Type of Facility

Amount Sanctioned (Rs. in Lakhs)

Principal Amount outstanding (Rs. in Lakhs)

Repayment Date / Schedule (Rs. in Lakhs) Security

receivables

Federal Bank WCDL 10000 10000.00 Yearly renewal

Hypothecation of certain identified receivables

Canara Bank

Term Loan 85000

53550.00

Quarterly repayment in 5 years with 15 Months moratorium


Andhra Bank

Term Loan 50000

30766.00

Quarterly repayment in 6 years with 1 year moratorium


Vijaya Bank Term Loan 10000

9167.33

Quarterly repayment in 6 years with 1 Year moratorium


IIFCL Term Loan 20000 19167.00

Monthly repayment in 2 years with 1 Year moratorium


B. Details of Unsecured Loan Facilities: Nil

C. Details of Non-Convertible Debentures as on latest quarter end (June 30, 2019)

Debenture

Series

Tenor/Period of Maturity

Coupon Amount

(in Rs.)

Date of allotment

Redemption Date/

Schedule

Credit

Rating

Secured/

Unsecured

Security

1/2016 7 Yrs 8.90% 250,00,00,000

09/05/2016

09/05/2023 AA Secured Hypothecation of certain identified receivables

1/2013 10 Yrs 8.72% 200,00,00,000

06/06/2013

06/06/2023 A Unsecured With State Government Guarantee

1/2014 10 Yrs 9.15% 150,00,00,000

30/10/2014

30/10/2024 A Unsecured With State Government Guarantee

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Debenture

Series

Tenor/Period of Maturity

Coupon Amount

(in Rs.)

Date of allotment

Redemption Date/

Schedule

Credit

Rating

Secured/

Unsecured

Security

1/2018 7 Yrs 8.69% 250,00,00,000

04/04/2018

04/04/2025 AA Secured Hypothecation of certain identified receivables

D. List of Top 10 Debenture Holders (as on June 30, 2019)

Sr No. Name of Bond Holder Amount (in Rs.)

1 DURGAPUR STEEL PLANT PROVIDENT FUND TRUST 799,000,000

2 FOOD CORPORATION OF INDIA CPF TRUST 750,000,000

3 CANARA BANK (EMPLOYEES) PENSION FUND 650,000,000

4 UNITED INDIA INSURANCE COMPANY LIMITED 537,500,000

5 TRUSTEES GEB'S C P FUND 387,000,000

6 PUNJAB STATE POWER CORPORATION PROVIDENT FUND TRUST 300,000,000

7 APTRANSCO PROVIDENT FUND TRUST 243,250,000

8 CANARA BANK STAFF PROVIDENT FUND 230,000,000

9 SECRETARY BOARD OF TRUSTEES MPEB EMPLOYEES PROVIDENT FUND 220,000,000

10 B E S AND T UNDERTAKING

210,000,000

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided

E. 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)

Nil

F. Details of Commercial Paper: The total Face Value of Commercial Papers Outstanding as on the

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latest quarter end i.e. June 30, 2019, is provided in the following table: (if any)

Nil

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on June 30, 2019

Nil

H. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 (Five) years:

Nil

I. Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for

consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option:

Nil

4.10 Details of Promoters of the Issuer:

A. Details of Promoter Holding in Issuer as on the latest quarter end, i.e. June 30, 2019:

S.No. Name of

Shareholders

Total No. of Equity Shares

No. of shares in demat form

Total Shareholding as % of total no. of equity shares

No. of Shares Pledged

% of Shares pledged with respect to shares owned

1 Government of

Kerala

22026937 - 97.248% NIL NIL

2 SIDBI 613327 613327 2.708% NIL NIL

3 LIC 7103 7103 0.031% NIL NIL

4 SBT 2099 2099 0.009% NIL NIL

5 Others 962 - 0.004% NIL NIL

* ISIN for the equity shares has been generated and demat of shares is in progress.

4.11 Abridged version of Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last 3 (Three) years and auditor qualifications, if any.

Balance sheet: - Rs. In Lakhs

Particulars As at 31.03.2019

As at 31.03.2018

As at 31.03.2017

As at 31.03.2016

A EQUITY AND LIABILITIES

1 Shareholders’ funds

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Particulars As at 31.03.2019

As at 31.03.2018

As at 31.03.2017

As at 31.03.2016

(a) Share capital 22650.43 22186.43 22186.43 22186.43

(b) Reserves and surplus 23090.91 21457.92 20894.10 20266.07

(c) Money received against share capital

- 464.00 464.00 464.00

3 Non-current liabilities

(a) Long-term borrowings 176399.00 175860.38 161146.10 138038.31

(b) Deferred tax liabilities (net) 280.84 778.79 535.76 618.21

(c) Long-term provisions 13770.93 13352.30 12836.96 12836.96

4 Current liabilities

(a) Short-term borrowings 50000.15 40765.85 42633.29 53217.88

(b) Other current liabilities 5456.28 4811.60 4615.53 3611.32

(d) Short-term provisions 3345.57 1815.63 7904.92 7605.11

TOTAL 294994.11 281492.90 273217.09 258844.30

B ASSETS

1 Non-current assets

(a) Fixed Assets 581.74 571.65 436.87 460.87

(b) Non-current investments 49.50 49.50 49.50 49.50

(c) Other non-current assets 205543.79 199120.31 200660.87 189693.67

2 Current assets

(a) Current investments 8970.53 2022.00 2016.50 925.00

(b) Cash and cash equivalents 489.70 16505.99 1166.91 612.49

(c) Other current assets 79358.85 63223.45 68886.44 67102.77

3 Significant Accounting policies and Notes to Accounts

TOTAL 294994.11 281492.90 273217.09 258844.30

Profit and loss: - Rs. In Lakhs

Particulars Year ended 31.03.2019

Year ended 31.03.2018

Year Ended 31.03.2017


A CONTINUING OPERATIONS

1 Revenue from operations 41167.57 37054.44

35606.98 30526.14

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2 Other income 1658.76 633.93

865.52 321.29

3 Total revenue 42826.33 37688.37

36472.50 30847.43

4 Operating Expenses

(a) Interest expenses 18594.46 19044.84

20073.91 16900.83

(b) Employee benefits expense

3609.60 3407.76 2863.48 2701.37

(c) Administrative Expenses 671.06 639.78

502.80 522.83

(d) Depreciation and amortisation expense

84.07 95.59 184.37 128.90

(e) Bad debts written off 16767.38 12481.27

12061.12 5866.99

Total expenses 39726.57 35669.24

35685.68 26120.92

5

Operating Profit before exceptional and extraordinary items and tax

3099.75 2019.13

786.82 4726.51

6 Add/Less Extra ordinary items - - - -

7

Operating Profit After exceptional and extraordinary items and tax 3099.75 2019.13 786.82 4726.51

8 Less: (a) Provision for Bad and Doubtful debts 418.63 515.34 - 2691.72

(b) Provision for diminution in the value of Fixed assets 16.13 - - -

9 Profit before tax 2664.99 1503.79

786.82 2034.79

10 Tax expense:

Less: Current tax expense - (a) Provision for Income Tax

1393.41 430.45 299.80 1085.37

(b) Provision for Deferred Tax

-497.95 243.02

-82.45 416.69

B Discontinuing operations - -

- -

11 Net Profit after tax for the period

1769.53 830.32 569.47 532.73

12 Earnings per share (Equity shares of Rs 100/- each):

(a) Basic 7.81 2.54

2.83 2.40

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Cash flow statement: - Rs. In Lakhs

PARTICULARS Year ended 31.03.2019




CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxes 2664.99 1503.79 786.82 2034.79

Prior Period Income - -266.50 58.56 -

Dividend Received -2.18 -2.18 -2.18 -2.18

Interest received on Fixed Deposits -1266.16 -410.05 -399.41 -24.87

Depreciation on fixed assets 84.07 95.59 184.37 128.90

Provision for Non-Performing Assets 418.63 515.34 - 2691.72

Provision for Diminution in value of Assets 16.13

Profit/Loss on sale of fixed assets - - 1.18 -0.96

Interest and other costs of Non-SLR 8580.41 7198.31 7411.20 5979.49

(b) Diluted 7.81 2.49

2.77 2.35

C Profit and loss appropriation

Balance in Profit & Loss A/c b/f

9856.68 9343.50 8778.59 8575.72

Net Profit for the year 1769.53 830.32

569.47 532.73

Total profit available for appropriation

11626.20 10173.82 9348.06 9108.45

Add: Prior Period Income - -

58.56 -

Less: Dividend Tax Short Provision

- - - 8.46

Less: Income tax short provision

- 279.66 - -

Add: Income tax refund

- 13.16 - -

Total 11626.20 9907.32

9406.62 9099.99

Less: Appropriations

Proposed dividend

113.25 - - -

Provision for dividend distribution tax

23.28 - - -

Transfer to Reserve u/s 36 (1) (viii)

263.04 50.64 63.12 321.40

Balance Profit after appropriations

11226.63 9856.68 9343.50 8778.59

Balance Profit carried to Balance sheet

11226.63 9856.68 9343.50 8778.59

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PARTICULARS Year ended 31.03.2019




Bond

Adjustment for changes in operating assets and liabilities - - - -

Increase in Loans and advances -23221.52 2231.95 -7392.24 -36200.89

Increase in borrowings from banks and SIDBI -14461.38 19714.28 -7476.79 39434.69

Increase in other non-current assets 4880.08 154.77 -301.05 -102.71

Decrease in other current assets -1805.43 5541.83 242.40 -1784.87

Increase in current liabilities 9878.97 -8191.11 1004.21 406.96

Less: Income tax paid -1332.00 -725 -300.00 -2540.00

Net cash from operating activities -15565.40 27361.01 -6182.93 10020.07

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets -110.29 -230.37 163.05 -153.06

Sale of fixed assets - - 1.51 15.72

Dividend Received 2.18 2.18 2.18 2.18

Capital expenditure on assets work in progress - - - -1.98

Net cash used in investing activities -108.12 -228.19 159.36 -137.14

CASH FLOW FROM FINANCING ACTIVITIES

Issue of Non SLR Bond 25000.00 - 25000.00 -

Redemption of Non-SLR Bond -10000.00 -5000 5000.00 -5000.00

Interest and other costs of Non-SLR Bond -8580.40 -7198.31 7411.20 -5979.49

Interest Received on Fixed Deposits 1266.16 410.05 399.41 24.87

Purchase of NCD -6080.00 Term Deposit with Banks -1948.53 - 5000.00 -

Short Term Deposit with Banks - -5.50 1091.50 -

Dividend paid - - - -674.06

Dividend tax paid - - - -127.03

Net cash used in financing activities -342.77 -11793.76 6896.71 -11755.71

Net increase in cash and cash equivalents -16016.29 15339.08 554.42 -1872.78

Cash and cash equivalents at the beginning of the year 16505.99 1166.91 612.49 2485.27

Cash and cash equivalents at the end of the year 489.70 16505.99 1166.91 612.49

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4.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and Standalone

Financial Information (like Profit and Loss statement and Balance Sheet) and auditors qualifications, if any.

Please see Paragraph 4.11 above.

4.13 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.

Nil

4.14 Names of the Debentures Trustee(s) with statement to the effect that Debenture Trustee(s) has

given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of the debt securities.

Catalyst Trusteeship Limited has given its consent to the Issuer for its appointment under

regulation 4 (4) and in all the subsequent periodical communications sent to the holders of the

debt securities. The consent letter is set out in Annexure IV hereto.

4.15 Rating Rationale(s) adopted (not older than 1 (One) year on the date of opening of the Issue)/ credit rating letter issued (not older than 1 (One) month on the date of opening of the Issue) by the Rating Agency to be disclosed.

Please refer to Annexure II hereto.

4.16 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.

Nil

4.17 Copy of consent letter of Debenture Trustee to act as the debenture trustee to the issue to be

disclosed:

Please refer to Annexure IV hereto.

4.18 Names of all the recognised stock exchanges where the debt securities are proposed to be listed:

The Debentures are proposed to be listed on the WDM segment of the BSE. 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.

4.19 Other details:

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A. DRR Creation:

Under applicable law, the Issuer is not required to create a debenture redemption reserve.

B. Issue / instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the State Financial Corporations Act, 1951.

C. Application process: The application process for the Issue is as provided in Section 6 of this Information Memorandum.

D. Registrar & Transfer Agent The Corporation has appointed Cameo Corporate Services Ltd. as Registrar & Transfer Agent for the present Issue. The Corporation has made necessary depository arrangements with NSDL and CDSL for issue and holding od Debentures in dematerialised form.

4.20 Issue Details

Security Name 8.99% Kerala Financial Corporation Bonds 2026

Issuer Kerala Financial Corporation

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

Nature of Instrument Secured

Seniority Senior

Mode of Issue Private Placement

Eligible Investors Refer to Paragraph 6.12 below

Listing (including name of the stock exchange(s) where it will be listed and timeline for listing)

BSE

Proposed to be listed on the wholesale debt market segment of the BSE. The final listing approval shall be taken from the respective stock exchange within a maximum period of 20 (Twenty) days from the Deemed Date of Allotment.

In case of a delay by the Issuer in listing the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment the Issuer shall make payment to the Debenture Holders of penal interest calculated on the principal amount of the Debentures at the rate of 1% p.a. (One percent per annum) over the Coupon Rate from the expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of the Debentures.

Rating of the Instrument

‘BWR AA(SO)’ by Brickworks Rating India Pvt. Ltd. & ‘ACUITE Provisional AA (SO) provisional by Acuité Ratings & Research Limited

Issue Size Upto 1,000 (One Thousand) rated, listed, secured, redeemable, non-convertible debentures each bearing a face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) of the aggregate nominal value of up to Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) together with a green shoe option as more particularly detailed under the row titled “Option to retain oversubscription” below , comprising of 4

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(Four) separately transferable redeemable principal parts.

Option to retain oversubscription (Amount)

Upto 1,500 (One Thousand and Five Hundred) rated, listed, secured, redeemable, non-convertible debentures each bearing a face value of Rs. 10,00,000/- (Rupees Ten Lakh Only) of the aggregate nominal value of up to Rs. 150,00,00,000/- (Rupees One Hundred and Fifty Crore Only)

Objects of the Issue For the working capital of the Issuer

Details of the utilisation of the Proceeds

For the working capital of the Issuer

Coupon Rate 8.99% p.a. (Eight Decimal Point Nine Nine percent per annum)

Step Up/ Step Down Coupon Rate

Not Applicable

Coupon Payment Frequency

Semi annual

Coupon payment dates

The date immediately succeeding the last date of each Coupon Period.

Coupon Type Fixed

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)

Not Applicable

Day Count Basis Actual/Actual

Interest on Application Money

The Issuer shall be liable to pay the Debenture Holders interest on application money at the Coupon Rate for the period commencing on the date of receipt of the application monies by the Issuer up to 1 (One) day prior to the Deemed Date of Allotment. The interest on application monies, if any, shall be paid by the Issuer to the Debenture Holders within 7 (Seven) days from the Deemed Date of Allotment.

Default Interest Rate Any outstanding amounts which are not paid on the respective Due Date(s), shall carry, in addition to the normal Coupon, additional interest computed on total amounts outstanding at 2% (Two Percent per annum), which Default Interest shall be payable over and above the Coupon Rate from the date on which such payment is actually due to the date on which the relevant overdue amounts are repaid. The Default Interest shall accrue on the amounts outstanding from the respective Due Date(s) up to the date of actual payment.

Where the Issuer fails to execute the debenture trust deed within the period specified in the of Regulation 15(1) of the SEBI Debt Listing Regulations, without prejudice to any liability arising on account of violation of the provisions of the SEBI Act, 1992 and the SEBI Debt Listing Regulations, the Issuer shall also pay interest of at least 2% (Two percent) per annum to the Debenture Holders, over and above the agreed Coupon Rate, till the execution of the debenture trust deed.

Tenor STRPP A - 4 (Four) years from the Deemed Date of Allotment; STRPP B - 5 (Five) years from the Deemed Date of Allotment; STRPP C - 6 (Six) years from the Deemed Date of Allotment;

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STRPP D - 7 (Seven) years from the Deemed Date of Allotment.

Redemption Date STRPP A - the date falling at the expiry of 4 (Four) years from the Deemed Date of Allotment; STRPP B - the date falling at the expiry of 5 (Five) years from the Deemed Date of Allotment; STRPP C - the date falling at the expiry of 6 (Six) years from the Deemed Date of Allotment; STRPP D - the date falling at the expiry of 7 (Seven) years from the Deemed Date of Allotment.

Redemption Amount With respect to each Debenture, the aggregate of: (a) the principal amount payable by the Issuer in respect of such Debenture; and (b) any Coupon (including Default Interest thereon, if any) accrued and payable by the Issuer in respect of such Debenture.

Redemption Premium/Discount

Nil

Issue Price At Par, Rs. 10,00,000 (Rupees Ten Lakh) per Debenture

Discount at which security is issued and the effective yield as a result of such discount

Not Applicable

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value Rs. 10,00,000/- (Rupees Ten Lakh Only) per Debenture.

Each Debenture of Rs. 10,00,000/- (Rupees Ten Lakh Only) will be further divided into 4 (Four) STRPPS: STRPP A, STRPP B, STRPP C & STRPP D of face value Rs. 2,50,000/- (Rupees Two Lakh Fifty Thousand Only) each.

Minimum Application and in multiples of __ Debt Securities thereafter/ Minimum Bid Lot

1 (One) Debenture & in multiples of 1 (One) Debenture thereafter

Issue Timing

1. Issue Opening

Date/ Bid Opening Date

2. Issue Closing Date/ Bid Closing Date

Issue Opening Date/ Bid Opening Date: July 8, 2019 Issue Closing Date/ Bid Closing Date: July 8, 2019 Pay-in Date: July 9, 2019 Deemed Date of Allotment: July 9, 2019

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3. Pay-in Date

4. Deemed Date of Allotment

Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

NEFT, RTGS, electronic fund transfer

Depository(ies) NSDL/CDSL

Business Day Convention

If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer 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 non-Business Day. If any Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption amounts shall be paid by the Issuer on the immediately preceding Business Day along with the accrued Coupon on the Debentures until but excluding the date of such payment.

In the event that the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date. In the event that any Transfer Date falls on a day which is not a Business Day, the immediately preceding Business Day will be considered as the Transfer Date.

If any act is required to be done or payment (other than payments referred to in paragraphs above) is required to be made by the Issuer under the Transaction Documents on a day which is not a Business Day, the Issuer shall be bound to do such act or make such payment on the immediately preceding Business Day.

Record Date 15 (Fifteen) days prior to each Due Date

Security (including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement if security)

The Debentures shall be secured by a first ranking exclusive charge by way of a hypothecation to be created over the following in favour of the Debenture Trustee, for the benefit of the Debenture Holders:

(a) Certain identified receivables which meet the eligibility criteria set out in the Transaction Documents;

(b) the Payment Accounts and the monies lying to the credit thereof, from time to time;

(c) any permitted investments created by the Issuer in terms of the Transaction Documents.

The Issuer shall ensure that the Minimum Security Cover is maintained at all times from the Security Creation Date till the Final Settlement Date.

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Structured Payment Mechanism

(a) The Coupon will be divided into 2 (Two) and each Coupon portion will be invested as detailed in the Transaction Documents on the first day of the 3

rd

(Third) month in each Coupon Period and the first day of the 5th

(Fifth) month in each Coupon Period and the permitted investments will have a maturity date no later than 1 (One) Business Day prior to the immediately succeeding Coupon Payment Date and will be credited directly to the Escrow Account from where the Coupon will be paid. The same will be lien marked to the Debenture Trustee at all times.

The Issuer shall, prior to the Pay-in Date, deposit into the Debt Service Reserve Account an amount equal to the succeeding Coupon payment required to be paid by the Issuer in respect of the Debentures (“DSRA Amount”) and shall maintain the same on a rolling basis. In case the amounts payable towards Coupon is not maintained as above and made sufficient, the Debenture Trustee will mandatorily liquidate the DSRA Amount and make it available for the payment of the Coupon.

(b) The amount equivalent to the principal amounts repayable in each year

shall be brought in by T-7 Business Days and the said amount will be invested as detailed in the Transaction Documents and the same will always be lien marked to the Debenture Trustee as explained in Transaction Documents.

The maturity proceeds of the said investments will be credited directly to the Escrow Account and will be utilized for principal redemption process. The Issuer shall, prior to the Pay-in Date, create permitted investments in terms of the Transaction Documents (“Cash Collateral Permitted Investments”) for an amount equivalent to 20% (Twenty percent) of the outstanding principal amount of the Debentures (“Cash Collateral Amount”). The Issuer hereby agrees and undertakes that the Issuer shall, at all times maintain an amount equivalent to the Cash Collateral Amount as permitted investments in terms of the Transaction Documents. In case the principal amount is not invested as above and made sufficient, the Debenture Trustee will mandatorily liquidate the Cash Collateral Permitted Investments and make it available for the principal payment. The cash collateral will be invested as detailed in the Transaction Documents and the same will always be lien marked to the debenture trustee as detailed in the Transaction Documents.

Transaction Documents

Information Memorandum, Debenture Trustee Agreement, Debenture Trust Deed, Deed of Hypothecation, Escrow Agreement

Conditions Precedent to Disbursement

Nil

Conditions Subsequent to Disbursement

Nil

Undertakings of the Issuer

(a) The complaints received in respect of the Issue shall be attended expeditiously and satisfactorily.

(b) That KFC shall forward the details of utilization of the funds raised through

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the Debentures duly certified by the statutory auditors of KFC, to the Debenture Trustees at the end of each half-year.

(c) KFC shall disclose the complete name and address of the Debenture Trustee in the annual report.

(d) KFC shall provide a compliance certificate to the Debenture Holders (on yearly basis) in respect of compliance with the terms and conditions of issue of Information Memorandum as contained in the Information Memorandum, duly certified by the Debenture Trustee.

(e) At all times until the Final Settlement Date, the State Government of Kerala shall not cease to own 51% (Fifty One percent) of the Issuer or cease to Control the Issuer without the prior written consent of the Debenture Trustee (acting upon the instructions of each of the Debenture Holders);

(f) All revenue collections of the Issuer shall be deposited solely in the current account held by the Issuer with the Revenue Bank bearing account no. 50200040404198 (“Collection Account”);

(g) On the occurrence of an event of default, the Issuer shall not effect any withdrawals from the Collection Account, without the prior written consent of the Debenture Trustee.

Events of Default As is set out in the Debenture Trust Deed and shall include, without limitation, the following events:

(a) Any payments due in respect of the Debentures have not been paid on the relevant Due date;

(b) The breach by the Issuer of any covenant, obligation, and/or any other obligations provided for under the Transaction Documents;

(c) Any of the representations or warranties provided by the Issuer under the Transaction Documents are found to be untrue, misleading or incorrect, when made or deemed to be made;

(d) Failure of the Issuer to deposit any revenue collection of the Issuer in the Collection Account;

(e) The State Government of Kerala ceasing to own 51% (Fifty One percent) of the Issuer or ceasing to Control the Issuer without obtaining the prior written consent of the Debenture Trustee (acting upon the instructions of each of the Debenture Holders) .

Upon the happening of an Event of Default, the Debenture Trustee shall be entitled to exercise any and all remedies set out in the Transaction Documents, in accordance with the terms contained in the Transaction Documents including, without limitation, accelerating the redemption of the Debentures.

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Provisions related to Cross Default Clause

If the Issuer fails to make payment of any financial indebtedness when due or otherwise commits any breach of the provisions of any agreement entered into in respect of any financial indebtedness availed of by it (in respect of which breach either no cure period is available or where a cure period is available fails to cure such breach within the available cure period).

Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing Indian Law. Any dispute arising thereof on any account whatsoever will be subject to the jurisdiction of the courts and tribunals at Ernakulam only.

SECTION 5: DISCLOSURES PERTAINING TO WILFUL DEFAULT

5.1 Name of the bank declaring the entity as a wilful defaulter: NA

5.2 The year in which the entity is declared as a wilful defaulter: NA

5.3 Outstanding amount when the entity is declared as a wilful defaulter: NA

5.4 Name of the entity declared as a wilful defaulter: NA

5.5 Steps taken, if any, for the removal from the list of wilful defaulters: NA

5.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NA

5.7 Any other disclosure as specified by SEBI: NA

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SECTION 6: 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 to be executed for the Issue. 6.1 Mode of Transfer/Transmission of Debentures The Debentures shall be transferable freely. 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 NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialised 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. 6.2 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 amounts will be paid by NEFT/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the Depository(ies). The names would be as per Depository(ies) records on the Record Date. For the above purpose, the Issuer shall request the Registrar and Transfer Agent to provide a list of Debenture Holder(s) as on every Record Date. All such Debentures will be simultaneously redeemed through appropriate debit corporate action. 6.3 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 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. If, however, any resolution affecting the rights attached to the Debentures is placed before the Issuer, such resolution will first be placed before the Debenture Holder(s) for their approval in accordance with the provisions of applicable law. 6.4 Trustee to the Debenture Holders

The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee have entered/ intend to enter into the Debenture Trustee Agreement and the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of the principal and Coupon thereon and the Debenture Trustee will take necessary action, subject to and in accordance with the Transaction Documents, at the cost of the Issuer. The Transaction Documents shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

6.5 Modification of Debentures Any other change or modification to the terms of the Debentures shall require approval by the Majority Debenture Holders.

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6.6 Right to accept or reject Applications All investors shall bid in accordance with the governing SEBI Electronic Book Mechanism Guidelines prescribed by SEBI. Any violation or deviation from above mentioned guidelines shall be rejected. 6.7 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. 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. The final subscription to the Debentures shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the electronic book platform during the Issue period. Mode of bidding: Closed bidding Manner of Allotment: Uniform allotment Manner of Settlement: Through the clearing corporation (being Indian Clearing Corporation Limited) Settlement Cycle: T+1 day; where T refers to the date of bidding Process flow of settlement: Successful bidders shall make pay-in of funds towards the allocation made to them, in the bank account of the clearing corporation on or before 10:30 a.m. on the Deemed Date of Allotment. The fund pay-in by the successful bidders will be made only from the bank account(s), which have been provided/ updated in the electronic book mechanism system. Upon the transfer of funds into the aforesaid account and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Debenture Holder(s) to the Registrar & Transfer Agent shall provide the corporate action file along with all requisite documents to the Depositories by 12:00 hours and subsequently, the pay-in funds shall be released into the Issuer’s bank account. 6.8 Application Procedure Potential investors will be invited to subscribe by way of the Application Form 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. 6.9 Fictitious Application

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All fictitious applications will be rejected. 6.10 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. 6.11 Payment Instructions The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an application. Applicants can remit the application amount through RTGS on Pay-in Date in accordance with 6.20 below. 6.12 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 (“Eligible Investors”): a. Individuals b. Companies and Bodies Corporate c. Commercial Banks d. Primary Urban Co-operative Banks e. Regional Rural Banks (RRBs) f. Financial Institutions and Mutual Funds g. Insurance Companies h. Non Banking Finance Companies and Residuary Non Banking Finance Companies i. Provident Funds, Superannuation Funds, Pension Funds and Gratuity Funds j. Charitable and Religious Trusts, Port Trusts k. Co-operative Societies & Institutions. Without prejudice to the aforesaid, since the selection of the eligible investors is required to be done pursuant to bidding mechanism on the ‘EBP Platform’ mandated by SEBI, only those persons to whom allocation is to be made by the Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the SEBI Electronic Book Mechanism Guidelines, shall be considered as ‘identified persons’ to whom the Issuer shall make private placement of the Debentures and only such ‘identified persons’ shall receive a direct communication from the Issuer with an offer to subscribe to the Debentures and only such ‘identified persons’ shall be entitled to subscribe to the Debentures. 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

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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. 6.13 Procedure for Applying for Dematerialised Facility

A. The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL 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. 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.

F. 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.

G. 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 Depository(ies) as on the Record Date. In case of those Debentures for which the Beneficial Owner is not identified in the records of the Depository(ies) as on the Record Date, the Issuer would keep in abeyance the payment of the Redemption Amount or other benefits, until such time that the Beneficial Owner is identified by the Depository(ies) and conveyed to the Issuer, whereupon the Redemption Amount and benefits will be paid to the beneficiaries, as identified.

H. It may be noted that the Debentures being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. BSE where the Debentures of the Corporation are proposed to be listed has connectivity with NSDL and CDSL.

6.14 Depository Arrangements The Issuer shall make necessary arrangement with NSDL/CDSL for issue and holding of Debentures in dematerialised form. The normal procedures followed for transfer of securities held in dematerialised form shall be followed for transfer of these Debentures held in electronic form. Debenture certificates will not be issued to the allottees, since the Debentures are issued in a dematerialised form. The depository account of the Debenture Holder(s) with CDSL and NSDL will be credited within 2 (Two) Business Days from the Deemed Date of Allotment. The initial credit in the account will be akin to the letter

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of allotment. On the completion of all statutory formalities, such credit will be substituted with the number of Debentures allotted. The Debentures held in the dematerialised form shall be taken as discharged on payment of the Redemption Amounts, if any, accrued thereon, by the Issuer to the Debenture Holders. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payments being made, the Issuer will inform NSDL/ CDSL and accordingly the account of the Debenture Holder with NSDL/ CDSL will be adjusted. A register of Debenture Holder containing all relevant particulars shall be maintained by the Issuer at its office. Transfer of Debentures in dematerialised form would be in accordance with the rules/ procedures as prescribed by NSDL/ CDSL and the applicable Depository participant. The Issuer shall, on a request being made in this regard, rematerialise Debentures in accordance with the rules and procedures prescribed by Depositories Act. All costs arising from the request of rematerialisation shall be borne by the person requesting such rematerialisation. 6.15 List of Beneficiaries The Issuer shall request the Registrar and Transfer Agent 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 monies. 6.16 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 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 authorised signatories must also be lodged along with the submission of the completed Application Form. 6.17 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/trustee/custodian 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 authorising investment and containing operating instructions

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C. Specimen signature of authorised signatories

6.18 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. Power of Attorney to custodian D. Specimen signatures of the authorised signatories E. SEBI registration certificate (for Mutual Funds) F. Copy of PAN card G. Application Form (including RTGS details) 6.19 Applications to be accompanied with Bank Account Details 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. 6.20 Mode of Payment All payments must be made through NEFT, RTGS, electronic fund transfer to the Indian Clearing Corporation Limited. The details for RTGS payments are mentioned herein below:

Name of Bank YES BANK

IFSC Code YESB0CMSNOC

Account number ICCLEB

Name of beneficiary INDIAN CLEARING CORPORATION LTD

6.21 Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from the Allotment Date 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 & Transfer Agent shall, upon receiving instructions in relation to the same from the Issuer, repay the moneys to the extent of such excess, if any.

Name of Bank HDFC BANK

IFSC Code HDFC0000060


Name of beneficiary INDIAN CLEARING CORPORATION LIMITED

Name of Bank ICICI Bank Ltd.

IFSC Code ICIC0000106



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6.22 Pan Number Every applicant should mention its Permanent Account Number (“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. 6.23 Signatures

Signatures should be made in English or in any of the Indian Languages. If the signature is in any other language then it must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal. 6.24 Acknowledgements

No separate receipts will be issued for the application money. However, KFC receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the Acknowledgement slip at the bottom of each Application Form at the request of investor. 6.25 Register of Debenture holders The Register of Debenture Holders containing necessary particulars will be maintained by Finance Division in KFC at its Registered Office and all enquiries / correspondence relating thereto may be addressed to the compliance officer at registered office of the corporation. 6.26 Splitting and Consolidation The request from the Registered Debenture Holders for split /consolidation of bond certificates will be handled by the Registrar and Transfer Agent as per procedures laid under the Depositories Act, 1996. Disclaimer: Please note that only those persons to whom this Information 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 / authorisations / 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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SECTION 7: DECLARATION

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ANNEXURE I: APPLICATION FORM

Registered and Head Office: Vellayambalam, Thiruvananthapuram – 695033 (Kerala) Phone: (0471) 2737500 / 2311750 Fax: (0471) 2313813 Email: [email protected] Website: www.kfc.org APPLICATION FORM FOR TAXABLE SECURED REDEEMABLE NON-CONVERTIBLE BONDS - SERIES 1/2019 Dear Sirs,

Having read and understood the contents of the Information Memorandum dated June 3rd

, 2019(“Information

Memorandum”) issued with respect to private placement of up to 1000 (One Thousand) rated, listed, secured, redeemable,

non-convertible debentures each bearing a face value of Rs. 10,00,000/- (Rupees Ten Lakh only) of the aggregate nominal

value of up to Rs. 100,00,00,000/- (Rupees One Hundred Crore only) with a green shoe option of up to 1500 (One Thousand

and Five Hundred) rated, listed, secured, redeemable, non-convertible debentures each bearing a face value of Rs.

10,00,0000/- (Rupees Ten Lakh only) of the aggregate nominal value of up to Rs. 150,00,00,000/- (Rupees One Hundred and

Fifty Crore only), comprising of 4 (Four) separately transferable redeemable principal parts on private placement basis, we

apply for allotment to us of the Debentures. The amount payable on application as shown below is remitted herewith. On

allotment of the Debentures, please place our name on the register of debenture holders. We bind ourselves to the terms

and conditions as contained in the said Information Memorandum .

APPLICANT’S DETAILS

SOLE/FIRST APPLICANT’S NAME IN FULL

SECOND APPLICANT’S NAME

THIRD APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient)

Phone #

Fax #

PIN SOLE/ FIRST APPLICANT CATEGORY (Tick one) INVESTMENT DETAILS

Commercial Bank Face Value/ Issue Price Rs. 2,50,000/- (Rupees Ten Lakhs Only) per STRPP

For Office Use Only

Date of Receipt of Application

/ /

Date of Clearance of Cheque

/ /

(PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM)

Application No. ______________


http://www.kfc.org/

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Financial Institution Minimum Application 4 STRPPS ie. 1 Debenture of face value Rs.10,00,000 and in multiples of 1 Debenture thereafter

Insurance Company Amount payable per Debenture (i)

Rs.10,00,000/-

Primary / State / District / Central Co-operative Bank

No. of Debenture Applied For (ii)

Provident / Gratuity / Superannuation / Pension Fund

Regional Rural Bank Amount Payable (Rs.) (in fig) (i) x (ii)

Mutual Fund

Company / Body Corporate

Amount Payable (In Words)

Others Pl. Specify ______________________________

PAYMENT DETAILS*

Cheque/ Demand Draft No.

Dated

Drawn on (Name of the Bank)

Branch Name

City

IFSC Code.

UTR No.

SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions) INCOME TAX DETAILS (Ref. Instructions)

Bank Name

Sole/ First Applicant

Second Applicant

Third Applicant Branch Name

City P.A.N. / G.I.R. NO.

IFSC Code

Account Number

I.T. Circle/ Ward/ District No.

Type of Account

Savings Current

Other

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION

Name of the Authorised Signatory(ies) Designation Signature

1.

1.

2.

2.

3. 3.

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DETAILS FOR ISSUE OF BONDS IN ELECTRONIC/ DEMATERIALISED FORM

Depository Name (please tick) NSDL CDSL

Depository Participant Name

DP-ID Number

Client-ID

Beneficiary Account Number

Name of the Applicant

INSTRUCTIONS

1) Application Forms must be completed in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name. For Example

A B C D E L I M I T E D

2) Application forms duly completed in all respects must be submitted at the respective KFC office at the below mentioned details., The subscription shall only be received by RTGS/ Wire Transfer as per banking instructions given below;

Name of Bank YES BANK

IFSC Code YESB0CMSNOC



2) Cheques, Demand Draft, Cash, outstation cheques, money orders, postal orders and stock invest will NOT

be accepted. 3) Application should be for a minimum of one bond. 4) As a matter of precaution against possible fraudulent encashment of interest Cheque(s) due to loss/

misplacement, applicants are requested to mention the full particulars of their bank account as specified in the Application Form. Interest cheque(s) will then be made in favour of the bank for credit to the applicant’s account. In case the full particulars are not given, cheques will be issued in the name of the applicant at his own risk.

6) Receipt of application will be acknowledged by the Kerala Financial Corporation or the collecting banker in the “Acknowledgement Slip” appearing below the Application Form. No separate receipt will be issued.

Name of Bank HDFC BANK

IFSC Code HDFC0000060


Name of beneficiary INDIAN CLEARING CORPORATION LIMITED

Name of Bank ICICI Bank Ltd.

IFSC Code ICIC0000106



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7) All applicants should mention their Permanent Account No. or the GIR number allotted under the Income Tax Act, 1961 and the Income Tax Circle/Ward district. In cases where neither the PAN nor GIR is allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

8) The Application would be accepted as per the terms and conditions of the Bonds outlined in the Memorandum of Private Placement.

9) Signatures should be made in English. Signatures made in any other Indian language must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

10) Those desirous of claiming tax exemptions on interest on application money are compulsorily required to submit a certificate/trust recognition certificate issued by the Income Tax Officer/ relevant declaration forms as per Income Tax Act, 1961 along with the application form. In case the above documents are not enclosed with the application forms, TDS will be deducted on interest on application money. For subsequent interest payments, such certificates have to be submitted periodically.

(tear here)

…………………………………………………………………………………………………………………………………………………………………………………………………… Registered and Head Office: Vellayambalam, Thiruvananthapuram – 695033 (Kerala) Phone: (0471) 2737500 / 2311750 Fax: (0471) 2313813, Website:www.kfc.org……………………………………………………………………………………………………………………………………………………………………………………………….. (To be filled in by the Applicant) Received from_____________________________________________________________________________________________________________________________ Address_________________________________________________________________-_________________________________________________________________ an application for ________ Bonds vide Cheque/ Demand Draft No. ___________________ Drawn on______________________ Dated___________________________ amounting to Rs. _______________________________________________-____________________________________________________________________________

Note: Cheque(s) are subject to realization.

5)

All future communication in connection with this application should be addressed to;

The Compliance Officer., KFC, Vellayambalam, Thiruvananthapuram, – 695033 (Kerala) Tel No: (0471)2737500, Fax: (0471) 2313813

quoting full name of Sole/ First Applicant, Application No., Number of Bonds applied for, Date, Bank and Branch where the application was submitted and Cheque/ Demand Draft Number and Issuing Bank.

Acknowledgement

ACKNOWLEDGEMENT SLIP Application No. __________________

http://www.kfc.org/

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ANNEXURE II: RATING LETTER

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ANNEXURE III: ILLUSTRATION OF BOND CASH FLOWS

STRPP A

Illustration of Bond Cash Flows


Face Value (per security) Rs. 2,50,000 (Rupees Two Lakh and Fifty Thousand)

Issue Date/Date of Allotment July 09, 2019

Redemption July 09, 2023

Coupon Rate 8.99%

Frequency of the Coupon Payment with specified dates

Semi Annually - 09th

July and 09th

January

Day Count Convention Actual/Actual

Cash Flows Date No. of days in Coupon Period Amount (in rupees)

1st

Coupon Thursday, January 09, 2020 184 11,298.91

2nd

Coupon Thursday, July 09, 2020 182 11,176.09

3rd

Coupon Saturday, January 09, 2021 184 11,329.86

4th

Coupon Friday, July 09, 2021 181 11,145.14

5th

Coupon Sunday, January 09, 2022 184 11,329.86

6th

Coupon Saturday, July 09, 2022 181 11,145.14

7th

Coupon Monday, January 09, 2023 184 11,329.86

8th

Coupon Sunday, July 09, 2023 181 11,021.99

Principal Sunday, July 09, 2023 2,50,000.00

Leap Year considered as July 2019 to July 2020

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STRPP B






Coupon Rate 8.99%



July and 09th

January



1st


2nd


3rd


4th


5th


6th


7th


8th


9th

Coupon Tuesday, January 09, 2024 184 11,298.91

10th

Coupon Tuesday, July 09, 2024 182 11,176.09

Principal Tuesday, July 09, 2024 2,50,000.00

Leap Year considered as July 2019 to July 2020 and July 2023 to July 2024

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STRPP C






Coupon Rate 8.99%



July and 09th

January



1st


2nd


3rd


4th


5th


6th


7th


8th


9th


10th


11th


12th

Coupon Wednesday, July 09, 2025 181 11,145.14

Principal Wednesday, July 09, 2025 2,50,000.00


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STRPP D






Coupon Rate 8.99%



July and 09th

January



1st


2nd


3rd


4th


5th


6th


7th


8th


9th


10th


11th


12th

Coupon Wednesday, July 09, 2025 181 11,145.14

13th

Coupon Friday, January 09, 2026 184 11,329.86

14th Coupon Thursday, July 09, 2026 181 11,145.14

Principal Thursday, July 09, 2026 2,50,000.00


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ANNEXURE IV: DEBENTURE TRUSTEE CONSENT LETTER

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ANNEXURE V: RESOLUTIONS

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ANNEXURE VI: REGISTRAR CONSENT LETTER

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ANNEXURE VII: IN PRINCIPLE APPROVAL - BSE