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Vii) DETAILS of CERTIFICATE of DEPOSITS 69

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Vii) DETAILS of CERTIFICATE of DEPOSITS 69 PRIVATE & CONFIDENTIAL – FOR PRIVATE CIRCULATION ONLY THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012- 13/19/5392 DATED OCTOBER 12, 2012, SECURITIES AND EXCHANGE BOARD OF INDIA’S CIRCULAR ON ISSUES PERTAINING TO PRIMARY ISSUANCE OF DEBT SECURITIES ISSUED VIDE CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013 READ WITH SEBI CIRCULAR NO CIR/IMD/DF- 1/122/2016 DATED NOVEMBER 11, 2016, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS 2015 AND THE RBI CIRCULAR DBR.No.BP.BC.1/21.06.201/2015-16 DATED JULY 1, 2015 READ WITH RBI CIRCULAR DBR.No.BP.BC.71/21.06.201/2015-16 DATED JANUARY 14, 2016 AND RBI CIRCULAR DBR.BP.BC.NO.50/21.06.201/2016-17 DATED FEBRUARY 2, 2017, EACH AS AMENDED FROM TIME TO TIME. BANK OF BARODA (A Government of India Undertaking) Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 Head Office: Baroda House, Mandvi, Vadodara 390 006, Gujarat, India Tel No: +91-265-2363001, ; Fax No: +91-265-2362914 Corporate Office: Baroda Corporate Centre, C-26, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 Tel No: +91-22-66363600; Fax No: +91-22-67592840 E-mail: [email protected], Website: www.bankofbaroda.com DISCLOSURE DOCUMENT DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF UNSECURED, SUBORDINATED, PERPETUAL, ADDITIONAL TIER I, BASEL III COMPLIANT NON CONVERTIBLE TAXABLE BONDS OF (RS. 10.00 LACS EACH FOR CASH AT PAR) RS.500 CRORES WITH A GREEN SHOE OPTION OF RS.500 CRORES (the “Issue”), BY BANK OF BARODA (“BOB”/ the “Issuer”/ the “Bank”). GENERAL RISK For taking an investment decision, investors must rely on their own examination of the Issuer and the Offer including the risks involved. The Bonds have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material aspects 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 make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING “CARE AA” by “ CARE ” pronounced as “Double A ” & “IND AA+” by “INDIA RATING & RESEARCH PVT LTD” pronounced as “IND Double A plus” for the current issue of Bonds. 1 Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The Rating(s) are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning Rating Agencies on the basis of new information. Each rating should be evaluated independent of any other rating. LISTING The Bonds shall be listed on the Wholesale Debt Market (“WDM”) Segment of National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE IDBI Trusteeship Services Ltd. Karvy Computershare Pvt. Ltd. Asian Building, Ground Floor, 17, R Karvy Selenium Tower B, Kamani Marg, Plot No. 31 & 32, Ballard Estate, Mumbai – 400001. Gachibowli, Financial District, Tel: +91-22-40807000 Nanakramguda, Serilingampally Fax: +91-22-66311776 / 40807080 Hyderabad- 500032. E-mail: [email protected] Tel: +91-40-67162222. Fax: +91-40-23420814 Email: [email protected] ISSUE SCHEDULE ISSUE OPENS ON: Wednesday 22nd March, 2017 ISSUE CLOSES ON: Wednesday 22nd March, 2017 PAY IN DATES: Wednesday 22nd March, 2017 DEEMED DATE OF ALLOTMENT Wednesday 22nd March, 2017 The Issuer reserves the right to pre pone the Issue earlier from the aforesaid date or post pone the Issue at its sole and absolute discretion without giving any reasons or prior notice. In the event of any change in the above issue programme, the Issuer will intimate the investors about the revised issue programme. 2 TABLE OF CONTENTS Sr. No. Page INDEX No. * DISCLAIMER 6 * DEFINITIONS / ABBREVIATIONS 8 A ISSUER INFORMATION 10 BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF B BUSINESS (i) OVERVIEW 12 (ii) CORPORATE STRUCTURE 46 KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED (iii) 47 YEARS ON STANDALONE AND CONSOLIDATED BASIS PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW (iv) 50 PROJECTS (v) SUBSIDIARIES OF THE BANK 50 BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, C 50 CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS (i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 54 CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE (ii) 54 LAST FIVE YEARS (iii) EQUITY SHARE CAPITAL HISTORY OF THE BANK 54 (iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 55 (v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 55 DETAILS OF THE SHAREHOLDING OF THE BANK AS ON THE LATEST QUARTER D 55 END (i) SHAREHOLDING PATTERN OF THE BANK AS ON LAST QUARTER END 55 LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE BANK AS ON THE LATEST (ii) 56 QUARTER END E DETAILS REGARDING THE DIRECTORS OF THE BANK 56 (i) DETAILS OF THE CURRENT DIRECTORS OF THE BANK 56 (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 58 F DETAILS REGARDING THE AUDITORS OF THE BANK 60 (i) DETAILS OF THE STATUTORY AUDITORS OF THE BANK 60 (ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 61 G DETAILS OF BORROWINGS OF THE BANK, AS ON THE LATEST QUARTER END 61 (i) DETAILS OF SECURED BORROWINGS FACILITIES 61 (ii) DETAILS OF UNSECURED BORROWINGS FACILITIES 62 (iii) DETAILS OF NCDS 62 (iv) LIST OF TOP 10 DEBENTURE HOLDERS 68 THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG (v) WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV 68 ENTITY, GROUP BANK, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. (vi) DETAILS OF COMMERCIAL PAPER 69 3 (vii) DETAILS OF CERTIFICATE OF DEPOSITS 69 DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE (viii) 69 FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER (ix) 69 FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE BANK, IN THE PAST 5 YEARS DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, (x) 69 WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION DETAILS OF PROMOTERS OF THE BANK H DETAILS OF PROMOTER HOLDING IN THE BANK AS ON THE LATEST QUARTER 70 END ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION I (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) 70 FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE J 74 FINANCIAL INFORMATION AND AUDITOR’S QUALIFICATIONS 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 K RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT 76 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 L THE NAMES OF THE DEBENTURE TRUSTEE(S). 76 DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT M 77 OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY N 77 OTHER DOCUMENT / LETTER WITH SIMILAR INTENT, COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE AND REGISTRAR O 77 & TRANSFER AGENT NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT P SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE 78 DESIGNATED STOCK EXCHANGE Q OTHER DETAILS 78 I DRR CREATION 78 ii ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS 79 iii APPLICATION PROCESS 79 R PROCEDURE FOR APPLYING FOR DEMAT FACILITY 81 S HOW TO APPLY 82 T TERM SHEET: ISSUE DETAILS 84 U DISCLOSURE OF CASH FLOWS 97 V OTHER TERMS OF OFFER 98 MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS 104 W OF THE ISSUER X DISCLOSURES PERTAINING TO WILFUL DEFAULTERS 104 DISCLOSURES ALONG WITH THE LISTING APPLICATION TO THE STOCK 104 Y EXCHANGE 4 Z DISCLOSURES TO THE TRUSTEE 105 AA DECALARATION 105 BB ANNEXURES 1 RATING LETTER(s) 2 RATING RATIONALE(s) 3 DEBENTURE TRUSTEE CONSENT LETTER 4 R&T AGENT TRUSTEE CONSENT LETTER 106 LETTER FROM NSE AND BSE CONVEYING THEIR IN-PRINCIPLE APPROVAL FOR 5 LISTING OF BONDS 6 BOARD RESOLUTION 7 APPLICATION FORM 5 * DISCLAIMER(S) 1.
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