Kosamattam Finance Limited

Prospectus September 25, 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 Certifi cate 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 certifi cate of incorporation consequent to change in status on November 22, 2013 from the Registrar of Companies, Kerala and Lakshadweep. The Corporate Identifi cation 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 Offi ce: 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 Offi ce, please refer to the chapter “History and Certain other Corporate Matters” on page 62. Compliance Offi cer and Contact Person: Ms. Annamma Varghese C. Tel.: +91 481 258 6400; Fax: +91 481- 2586500; E-mail: [email protected] PUBLIC ISSUE BY KOSAMATTAM FINANCE LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“SECURED NCDs”) AND UNSECURED REDEEMABLE NON CONVERTIBLE DEBENTURES (“UNSECURED NCDs”) 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 `10,000 LACS AGGREGATING UPTO `20,000 LACS, (HEREINAFTER REFERRED TO AS THE “OVERALL ISSUE SIZE”). THE UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES WILL BE IN THE NATURE OF SUBORDINATED DEBT AND WILL BE ELIGIBLE FOR TIER II CAPITAL. PROMOTER Mr. Mathew K. Cherian, Ms. Laila Mathew and Ms. Jilu Saju Varghese. For further details refer to the chapter “Our Promoters” on page 74. 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. Specifi c 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 100. For details relating to eligible investors please see “The Issue” on page 13. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confi rms that this 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 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 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 Secured NCDs proposed to be issued under this Issue have been rated ‘BBB-’ [Triple B Minus] by CARE for an amount of up to `15,078 lacs vide its review rating letter dated September 09, 2014 and for an amount of upto `5,000 lacs by its letter dated September 09, 2014. The Unsecured NCDs proposed to be issued under this Issue have been rated ‘BBB-’ [Triple B Minus] by CARE for an amount of up to `2,500 Lacs by its letter dated September 09, 2014. Further, CARE has issued a clarifi cation letter dated September 15, 2014 on the ratings assigned for the Issue. The rating of NCDs by CARE indicates instruments with this rating are considered to have moderate degree of safety regarding timely servicing of fi nancial obligations. Such instruments carry moderate 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 210 for the rationale for the above rating. LISTING The NCDs offered through this 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 September 24, 2014. BSE shall be the Designated Stock Exchange for this Issue. PUBLIC COMMENTS The Draft Prospectus dated September 16, 2014 was fi led 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 September 24, 2014. 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 607/608 Marathon Icon, Opp. Peninsula Corporate Park, The IL&FS Financial Center Plot No. 17-24 Vithalrao Nagar, Off. Ganpatrao Kadam Marg, Plot No. C – 22, G Block, Madhapur, Veer Santaji Lane, Lower Parel, Bandra Kurla Complex, Bandra (East), Hyderabad – 500 081, Mumbai- 400013, Maharashtra, India Mumbai – 400051 Tel: +91 40 4465 5000; Tel.: +91 22 6666 8040 Tel: +91 22 2659 3333 Fax: +91 40 2343 1551 Fax: +91 22 6666 8047 Fax: +91 22 2653 3297 Email: [email protected] Email: kfl @vivro.net Email: itclcomplianceoffi [email protected] Investor Grievanc Email: [email protected] Investor Grievance Email: [email protected] Website: www.itclindia.com Website: www.karisma.karvy.com Website: www.vivro.net Investor Grievance Email: [email protected] Contact Person: Mr. M Murali Krishna Contact Person: Mr.Amit Bondre Contact Person: Mr. Narendra Joshi SEBI Registration Number: INR000000221 Compliance Offi cer: Mr. Jayesh Vithlani SEBI Registration Number: IND000000452 SEBI Registration No.: INM000010122 ISSUE SCHEDULE Issue Opens on September 30, 2014 Issue closes on October 29, 2014* *The subscription list for the Issue shall remain open for subscription upto 5pm,with an option for early closure, upto a period of 30 days from the date of opening of the Issue, 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, our Company shall ensure that notice of such early closure 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 7. **IL&FS Trust Company Limited has, by its letter dated September 16, 2014, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this 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 3. A copy of the Prospectus and written consents of our Directors, our Company Secretary and Compliance Offi cer, our Chief Financial Offi cer,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 fi led with the Registrar of Companies, Kerala and Lakshadweep, in terms of section 26 of the Companies Act, 2013 along with the requisite endorsed/certifi ed copies of all requisite documents. For further details please refer to the chapter titled “Material Contracts and Documents for Inspection” beginning on page 205. 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 ....................................................................................................................................................... 1 GENERAL INFORMATION ........................................................................................................................................................

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