Kosamattam Finance Limited
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Draft Prospectus July 04, 2014 KOSAMATTAM FINANCE LIMITED Our Company was originally incorporated on March 25, 1987 as a private limited company under the provisions of the Companies Act, 1956 as Standard Shares and Loans Private Limited. Subsequently, the name of our Company was changed to Kosamattam Finance Private Limited pursuant to a fresh Certificate of Incorporation dated June 08, 2004. Our Company was converted into a public limited company with the name “Kosamattam Finance Limited” on receipt of a fresh certificate of incorporation consequent to change in status on November 22, 2013 from the Registrar of Companies, Kerala and Lakshadweep. The Corporate Identification Number of our Company is U65929KL1987PLC004729 . Our Company is Registered as a Non-Banking Financial Company with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) Registered & Corporate Office: Kosamattam Mathew K Cherian Building, M. L. Road, Market Junction, Kottayam- 686001, Kerala, India; Tel.: +91 481 258 6400; Fax: +91 481-2586500; Website: www.kosamattam.com. For details of changes in Name and Registered Office, please refer to the chapter “ History and Certain other Corporate Matters ” on page 61. Compliance Officer and Contact Person : Ms. Annamma Varghese C. Tel.: +91 481 258 6400; Fax : +91 481- 2586457; E-mail: [email protected] PUBLIC ISSUE BY KOSAMATTAM FINANCE LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED, REDEEMABLE, NON- CONVERTIBLE DEBENTURES OF FACE VALUE OF ```1,000 EACH, (“NCDS”), AGGREGATING UPTO ```10,000 LACS, HEREINAFTER REFERRED TO AS THE “BASE ISSUE” WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UPTO ```5,000 LACS AGGREGATING TO A TOTAL OF UPTO ```15,000 LACS, HEREINAFTER REFERRED TO AS THE “OVERALL ISSUE SIZE”. GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the investors is invited to the chapter titled “ Risk Factors ” on page XII. This document has not been and will not be approved by any regulatory authority in India, including the Reserve Bank of India (“ RBI ”), the Securities and Exchange Board of India (“ SEBI ”), any registrar of companies or any stock exchange in India. COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date and Maturity Amount of the NCDs, see section titled “ Terms of the Issue ” starting on page 98 of this Draft Prospectus. For details relating to eligible investors please see “ The Issue ” on page 12. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The NCDs proposed to be issued under this Issue have been rated ‘BBB-’ [Triple B Minus] by CARE for an amount of up to `30,000 lacs vide its letter dated July 03, 2014. The rating of NCDs by CARE indicates instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The rating provided by CARE may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. This rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 205 for the rationale for the above rating. LISTING The NCDs offered through this Draft Prospectus are proposed to be listed on the BSE Limited (“ BSE ”). Our Company has obtained ‘in-principle’ approval for the Issue from BSE vide their letter(s) dated [•]. BSE shall be the Designated Stock Exchange for this Issue. PUBLIC COMMENTS The Draft Prospectus dated July 04, 2014 was filed with BSE pursuant to the regulation 6(2) of the SEBI Debt Regulations for public comments for a period of 7 (seven) Working Days i.e. until 5 p.m. on [•]. This Draft Prospectus is available on the website of our Company, on the website of the Stock Exchange, i.e. BSE and the website of the Lead Manager. All comments on this Draft Prospectus are to be forwarded to the attention of Ms. Annamma Varghese C, Company Secretary and Compliance Officer at our Registered Office at Kosamattam Mathew K Cherian Building, M. L. Road, Market Junction, Kottayam- 686001, Kerala, India Tel.: +91 481 258 6400; Fax: +91 481- 2586457; E-mail : [email protected]. All comments MUST be received by the Issuer within 7 working days of filing this Draft Prospectus with the Stock Exchange. Comments by post, fax and email shall be accepted, however, please note that all comments must be received by the Issuer by 5 p.m. on the 7th working day from the date on which this Draft Prospectus is filed with the Stock Exchange. LEAD MANAGER TO THE ISSUE DEBENTURE TRUSTEE** REGISTRAR TO THE ISSUE VIVRO FINANCIAL SERVICES PRIVATE LIMITED IL&FS Trust Company Limited Karvy Computershare Private Limited Manu Mansion, The IL&FS Financial Center Plot Nos. 17-24 Vittal Rao Nagar, 16-18,Shahid Bhagatsingh Road, Plot No. C – 22, G Block, Madhapur, Opp. Old Custom House, Bandra Kurla Complex, Bandra (East), Hyderabad – 500 081, Fort, Mumbai – 400 023 Mumbai – 400051 Tel : +91 40 4465 5000; Tel.: +91 22 2265 7364 Tel : +91 22 2659 3333 Fax : +91 40 2343 1551 Fax: +91 22 2265 8406 Fax : +91 22 2653 3297 Email : [email protected] Email : [email protected] Email : [email protected] Investor Grievance mail : InvestorGrievanceEmail : [email protected] Website : www.itclindia.com [email protected] Website : www.vivro.net Investor Grievence Email: Website : www.karisma.karvy.com Contact Person :Mr.Amit Bondre [email protected] Contact Person : Mr. M Murali Krishna ComplianceOfficer : Mr. Jayesh Vithlani Contact Person : Mr. Amit Gurbani SEBI Registration Number : INR000000221 SEBIRegistrationNo .: INM000010122 SEBI Registration Number : IND000000452 ISSUE SCHEDULE • • Issue Opens on [••] Issue closes on [••]* *The subscription list for the Issue shall remain open for subscription upto 5pm,with an option for early closure or extension by such period, upto a period of 30 days from the date of issue of prospectus , as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be on or before such early date of closure or the initial Closing Date through advertisement/s in a leading national daily newspaper. For further details please refer to “ General Information – Issue Programme ” on page 1. **IL&FS Trust Company Limited has, by its letter dated July 04, 2014, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft Prospectus and in all the subsequent periodical communications sent to the holders of the Debenture issued pursuant to this Issue. For further details please refer to “ General Information – Debenture Trustee ” on page 1. A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Officer, our Chief Financial Officer, our Auditor, the Lead Manager, the Registrar to the Issue, Escrow Collection Bank(s), Refund Bank, Credit Rating Agencies, the legal advisor, the Bankers to our Company, the Debenture Trustee, and the Syndicate Member to act in their respective capacities shall be filed with the Registrar of Companies, Kerala and Lakshadweep, in terms of section 26 of the Companies Act, 2013 along with the requisite endorsed/certified copies of all requisite documents. For further details please refer to the chapter titled “ Material Contracts and Documents for Inspection ” beginning on page 201. TABLE OF CONTENTS SECTION I - GENERAL ....................................................................................................................................................................... I DEFINITIONS AND ABBREVIATIONS ...................................................................................................................................... I PRESENTATION OF FINANCIAL, INDUSTRY AND OTHER INFORMATION ............................................................... IX FORWARD LOOKING STATEMENTS ..................................................................................................................................... X SECTION II -RISK FACTORS ........................................................................................................................................................ XII SECTION III - INTRODUCTION ......................................................................................................................................................