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Konkan Railway Corporation Limited (KRCL)

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Konkan Railway Corporation Limited (KRCL) 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 from time to time. Dated: [●] Dated: [●] September 2019 Konkan Railway Corporation Limited (KRCL) (A Government of India undertaking) Date of Incorporation: July 19, 1990 Registered Office: Belapur Bhavan, Plot No: 6, Sector 11, CBD Belapur, Navi Mumbai 400614. Contact Person: Mr. Praveen Singh, DGM (F) Tel: 022-2758 7311; Fax: 2757 2420; E-mail: [email protected]; Website: www.konkanrailway.com THIS IS A PRIVATE PLACEMENT INFORMATION MEMORANDUM ISSUED IN CONFORMITY WITH FORM PAS-4 PRESCRIBED UNDER SECTION 42 OF THE COMPANIES ACT,2013 AND COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014, 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 FROM TIME TO TIME AND SUCH OTHER CIRCULARS APPLICABLE FOR ISSUE OF DEBT SECURITIES ISSUED BY SEBI FROM TIME TO TIME. DRAFT OFFER LETTER FOR PRIVATE PLACEMENT OF __% RATED, LISTED, SECURED , TAXABLE, REDEEMABLE, NON-CONVERTIBLE DEBENTURES (“BONDS”) OF FACE VALUE OF Rs.10 LACS EACH AT PAR AGGREGATING Rs. 120 CRORES (“THE ISSUE”) BY KONKAN RAILWAY CORPORATION LIMITED (OR “KRCL” OR “ISSUER”) GENERAL RISK For taking an investment decision, investors must rely on their own examination of the Issue and the Disclosure Document including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. This Information Memorandum has not been submitted, cleared or approved by SEBI. It should be clearly understood that the Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein. CREDIT RATING The Bonds proposed to be issued by the Issuer have been assigned a rating of “ICRA AAA(S) /(Stable)” by ICRA vide their letter dated 23rd September, 2019 and “AAA (CE)/Stable” by India Ratings vide their letter dated 20th September, 2019. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and should be evaluated independently of any other ratings. Please refer to Annexure I for Rating Letter for the above rating. LISTING The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India (NSE) Lead Arranger to the Issue Trustee of the Issue Registrar of the Issue Sharex Dynamic (India) Pvt. Ltd SBI Capital Markets Limited IDBI Trusteeship Services Limited Unit – 1, Luthra Industrial Premises, 202, Maker Tower ‘E’, Cuffe Parade, Asian Building, Ground Floor Safedpool, Andheri Kurla Road, Mumbai - 400 005 17. R. Kamani Marg Ballard Estate Andheri(east), Mumbai – 400072 Tel: 022 22178300 Mumbai – 400 001 Tel: 022-28515606/44 Fax: 022 2218 8332 Tel: +91 022 40807000 Fax: 022-28512885 Fax: +91 022 66311776 Email: [email protected] Email: [email protected] Email: [email protected] Website: www.sbicaps.com Issue Opens on Issue Closes on Deemed Date of Allotment 27.09.2019 27.09.2019 01.10.2019 The Issuer reserves its sole and absolute right to modify (pre -pone/ postpone) the above issue schedule without giving any Page 1 of 93 reasons or prior notice. The Issuer also reserves its sole and absolute right to change the Deemed Date of Allotment of the above issue without giving any reasons or prior notice. Table of Contents Table of Contents ................................................................................................................................................. 2 Disclaimers: .......................................................................................................................................................... 5 1. General Disclaimer: ................................................................................................................................ 5 2. Disclaimer of the Securities & Exchange Board of India (SEBI): ...................................................... 6 3. Disclaimer of the Arranger to the Issue: .............................................................................................. 6 4. Disclaimer of the Stock Exchange: ....................................................................................................... 8 5. Disclaimer of the Rating Agencies: ...................................................................................................... 8 6. Disclaimer of the Trustees: .................................................................................................................... 8 Forward Looking Statements ............................................................................................................................. 9 Definitions and Abbreviations ........................................................................................................................... 9 A. Issuer Information ................................................................................................................................ 12 B. A Brief Summary of the business / activities of the Issuer and its line of business: ....................... 13 (i) Overview……………...…………………………………………………………………………………13 (ii) Corporate Structure:................................................................................................................................ 25 (iii) Key Operational and Financial Parameters for the last 3 Audited years: ..................................... 26 (iv) Project cost and means of financing, in case of funding of new projects ...................................... 28 C. A Brief history of the issuer since its incorporation giving details of its following activities……………………………………………………………………………………………………..….28 (i) Details of Share Capital as on 30.06.2019: .......................................................................................... 28 (ii) Changes in the capital structure of the Issuer as on 30.06.2019, for the last five years: .............. 28 (iii) Equity Share Capital History of the Issuer as on 30.06.2019 for the last five years: .................... 28 (iv) Details of any Acquisition or Amalgamation in the last 1 year: .................................................... 29 (v) Details of any Reorganization or Reconstruction in the last 1year: ............................................... 29 D. Details of shareholding of the Issuer as on 30.06.2019 .................................................................... 29 (i) Shareholding pattern of the Issuer as on 30.06.2019 ........................................................................ 29 (ii) List of top 10 holders of equity shares of the Issuer as on 30.06.2019 ............................................ 30 E. Details regarding the Directors of the Issuer ............................................................................................. 30 (i) Details of the current Directors of the Issuer as on 30.06.2019 ....................................................... 31 (ii) Details of change in Directors since last three years: ....................................................................... 34 (iii) Remuneration of Directors for last 3 years (in Rs. lakhs): ............................................................... 35 F. Details regarding Auditors of the Issuer: .............................................................................................. 37 (i) Details of the current auditors of the Issuer: ..................................................................................... 37 (ii) Details of the change in auditors since last three years: .................................................................. 37 Page 2 of 93 Private & Confidential – Not for Circulation G. Details of Borrowings of the Issuer as on 31.03.2019 ........................................................................... 37 (i) Details of Secured Loan Facilities: ...................................................................................................... 37 (ii) Details of Unsecured Loan Facilities: ................................................................................................. 38 (iii) Details of Non-Convertible Debentures outstanding: ..................................................................... 38 (iv) List of top 10 Bondholders as on 31.03.2019:..................................................................................... 39 (v) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (including Subsidiaries, Joint Ventures, Group Companies, etc.) on behalf of whom it has been issued .............................................................................................................................................................. 39 (vi) Details of Commercial Paper outstanding as on 31.03.2019: .......................................................... 39 (vii) Details of Rest of the borrowings (including hybrid debt like FCCB, Optionally
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