Ke C

Information Memorandum
Private & Confidential – For Private Circulation Only

(This Disclosure Document is neither a Prospectus
nor a statement in lieu of Prospectus)
Dated: 27 October 2016
KEC INTERNATIONAL LIMITED

(Incorporated as a public limited company under the Companies Act, 1956 on March 18, 2005)
Registered & Corporate Office: RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai - 400 030
Compliance Officer: Ch. V. Jagannadha Rao; Email of Compliance Officer: [email protected];
Telephone: 022-6169 1600; Fax: 022-6667 0287;
Website: www.kecrpg.com;
CIN: L45200MH2005PLC152061
INFORMATION MEMORANDUM AND PRIVATE PLACEMENT OFFER LETTER FOR ISSUE BY WAY OF PRIVATE PLACEMENT (EACH AN “ISSUE”) BY KEC
INTERNATIONAL LIMITED (“ISSUER” OR “COMPANY”) OF ZERO COUPON SERIES 1 SECURED, RATED, LISTED, NON-CONVERTIBLE, REDEEMABLE,
TAXABLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000/- AGGREGATING TO RS. 150,00,00,000 DUE IN 2020 (“SERIES 1 DEBENTURES”) AND ZERO
COUPON SERIES 2 SECURED, RATED, LISTED, NON-CONVERTIBLE, REDEEMABLE, TAXABLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000/-
AGGREGATING TO RS. 50,00,00,000 DUE IN 2021 (“SERIES 2 DEBENTURES”) AND ZERO COUPON SERIES 3 SECURED, RATED, LISTED, NON-CONVERTIBLE,
REDEEMABLE, TAXABLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000/- AGGREGATING TO RS. 50,00,00,000 DUE IN 2021 (“SERIES 3 DEBENTURES”),
(TOGETHER WITH SERIES 1 DEBENTURES AND SERIES 2 DEBENTURES, THE “DEBENTURES”) TOTAL AGGREGATING TO RS. 250,00,00,000.
GENERAL RISKS
Investment in debt and debt related securities involves a degree of risk and Investors should not invest any funds in the debt instruments, unless they understand the terms and conditions and
can afford to take the risks attached to such investments. For taking an investment decision, potential Investors must rely on their own examination of the Issuer, the Issue of any Debentures,
this Disclosure Document including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI
guarantee the accuracy or adequacy of this document. Investors are advised to take an informed decision and consider with their advisors, of the suitability of the Debentures in the light of
their particular financial circumstances and investment objectives and risk profile, and of all information set forth in this Disclosure Document, including the section entitled “Risk Factors”,
before investing.
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 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 Disclosure 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
ICRA Limited (“ICRA”) has by way of its letter dated 18 October 2016 assigned a rating of “A+” (pronounced as singe A plus) to the Debentures proposed to be issued by the Issuer
pursuant to this Disclosure Document. This rating of the Debentures by ICRA indicates adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry
low credit risk.
The above ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings 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 5 of this Disclosure Document for rating letter and rating rationale by
ICRA.
LISTING
The Debentures offered through this Disclosure Document are initially proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of the BSE Limited (“BSE”). The Issuer,
with prior intimation to the Debenture Trustee, may get the Debentures listed on other recognized stock exchanges as it deems fit. The Issuer shall comply with the requirements of the listing
agreement to the extent applicable to it on a continuous basis.
Application for ‘in-principle’ listing approval was made to BSE through letter dated 27 October 2016. BSE has given its ‘in-principle’ listing approval for the Debentures proposed to be
offered through this Disclosure Document through its letter dated 27 October 2016.
ISSUE PROGRAMME
ISSUE OPENING DATE ISSUE CLOSING DATE PAY-IN DATE
28 OCTOBER 2016 28 OCTOBER 2016 28 OCTOBER 2016
Each Issue of Debentures shall be subject to the provisions of the Companies Act, 1956 (the “Old Companies Act”) (to the extent in force on the date of this Disclosure Document), the
Companies Act, 2013, (the “New Companies Act”), the rules notified pursuant to the New Companies Act, the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended
from time to time (“SEBI Debt Regulations”), the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended from time to time, the Memorandum and Articles of
Association of the Issuer, the terms and conditions of this Disclosure Document filed with BSE and any other recognized stock exchanges, as applicable, the Application Form, and other
terms and conditions as may be incorporated in the Debenture Trust Deed and other documents in relation to each such Issue.
THIS DISCLOSURE DOCUMENT ALSO CONSTITUTES A PRIVATE PLACEMENT OFFER LETTER AND INCORPORATES DISCLOSURES REQUIRED UNDER
FORM NO. PAS-4 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014
ARRANGER TO THE ISSUE BANKER TO THE ISSUE
ICICI Bank Limited State Bank of India

ICICI Bank Towers, Bandra-Kurla Complex, 23 J N Heredia Marg Neville House
Bandra (East), Mumbai – 400 051. Ballard Estate Mumbai India
Tel No.: 022 2653 1027 Tel No.: 022 6154 2557
Fax No.: 022 2653 1063 Fax No.: 022 6154 2560
Email: [email protected] Email: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected]
Contact Person: AGM ICICI Contact Person: AGM SBI
DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE
IDBI Trusteeship Services Limited Link Intime India Private Limited

Asian Building, Ground Floor, 17, C- 13 Pannalal Silk Mills Compound, LBS Marg,
R. Kamani Marg, Ballard Estate, Mumbai 400 001. Bhandup (West), Mumbai - 400 078
Tel No.: 022 4080 7000 Tel No.: 022 2594 6970
Fax No.: 022 6631 1776 Fax No.: 022 2594 6969
Email: [email protected] Email: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected]
Contact Person: Vice President Contact Person: Mr. Ganesh Jadhav
SEBI Reg. No.: IWD000000460 SEBI Reg. No.: INR000004058
TABLE OF CONTENTS
DISCLAIMERS .................................................................................................................................................... 3
DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 6
FORWARD LOOKING STATEMENTS ........................................................................................................ 11
RISK FACTORS ................................................................................................................................................ 12
SUMMARY TERM SHEET .............................................................................................................................. 17
SECTION A1 – ISSUER INFORMATION ..................................................................................................... 29
SECTION A2 – ISSUE DETAILS .................................................................................................................... 63
SECTION A3 – DISCLOSURES PERTAINING TO WILFUL DEFAULT ................................................ 63
SECTION B1 – GENERAL INFORMATION ................................................................................................ 64
SECTION B2 – PARTICULARS OF THE OFFER........................................................................................ 65
SECTION B3 – DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION,
ETC. ..................................................................................................................................................................... 67
SECTION B4 – FINANCIAL POSITION OF THE ISSUER ........................................................................ 69
ISSUE PROCEDURE ........................................................................................................................................ 71
UNDERTAKINGS BY THE ISSUER .............................................................................................................. 83
DECLARATION BY THE ISSUER ................................................................................................................. 84
ANNEXURE 1 – APPLICATION FORM ........................................................................................................ 85
ANNEXURE 2 – BOARD RESOLUTION ....................................................................................................... 88
ANNEXURE 3 – COMMITTEE RESOLUTION............................................................................................ 91
ANNEXURE 4 – SHAREHOLDERS’ RESOLUTION ................................................................................... 94
ANNEXURE 5 – RATING LETTER AND RATING RATIONALE FROM ICRA LIMITED ................. 95
ANNEXURE 6 – CONSENT LETTER FROM DEBENTURE TRUSTEE .................................................. 98
ANNEXURE 7 – CONSENT LETTER FROM REGISTRAR..................................................................... 101
ANNEXURE 8 – NO-OBJECTION CERTIFICATE FROM PRIOR LENDER ....................................... 102
ANNEXURE 9 – IN-PRINCIPLE APPROVAL OF BSE ............................................................................. 103
ANNEXURE 10 – ANNUAL FINANCIAL STATEMENTS FOR LAST 3 FINANCIAL YEARS .......... 104
ANNEXURE 11 – AUDITED / LIMITED REVIEW HALF-YEARLY FINANCIAL INFORMATION 128
ANNEXURE 12 – RELATED PARTY TRANSACTIONS .......................................................................... 136
DISCLAIMERS
ISSUER’S DISCLAIMER
This Disclosure Document has been prepared by the Issuer solely to evaluate the interest of potential investors in an
investment in the securities of the Issuer and does not constitute an offer, or an invitation or solicitation to offer, to subscribe
to the securities of the Issuer. Neither this Disclosure Document nor any other information supplied in connection with the
contemplated Issue should be construed as legal, tax, accounting or investment advice.
The distribution of this Disclosure Document and each issue of Debentures, to be initially listed on WDM Segment and
subsequently on any recognized stock exchange as the Issuer deems fit, after giving prior intimation to the Debenture
Trustee, is being made strictly on a private placement basis. The entire issue amount made under this Disclosure Document
shall be considered as one issue / offer. Multiple copies hereof given to the same entity shall be deemed to be given to the
same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation
to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus
or a statement in lieu of prospectus under the New Companies Act.
This Disclosure Document has been prepared in conformity with the SEBI Debt Regulations, Old Companies Act (to the
extent in force on the date of this Disclosure Document), New Companies Act and the rules notified pursuant to the New
Companies Act. Pursuant to Section 42 of the New Companies Act and Rule 14(3) of the Companies (Prospectus and
Allotment of Securities) Rules, 2014, the Issuer shall file a copy of this Disclosure Document with the ROC and SEBI within
a period of 30 (thirty) days of circulation of this Disclosure Document.
This Disclosure Document has been prepared to provide general information about the Issuer to potential investor(s) to
whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not
purport to contain all the information that any potential investor may require. Neither this Disclosure Document nor any
other information supplied in connection with the Debentures is intended to provide the basis of any credit or other
evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase
any Debentures. Each investor contemplating purchasing 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. Each recipient of
this Disclosure Document acknowledges that such person has not relied on the Issuer or any of its affiliates, shareholders,
directors, employees, agents or advisors in connection with its investigation of the accuracy of such information or its
investment decision and such person has relied solely on its own examination of the creditworthiness of the Issuer and the
merits and risks involved in investing in the Debentures. Potential investors should consult their own financial, legal, tax and
other professional advisors and rely on the information available about the Issuer in public domain 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 such investment to such investor’s particular circumstances.
The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by
reference herein, if any) contains all information that is material in the context of the Issue, is accurate in all material
respects and does not contain any untrue statement of a material fact or omit to state any material fact, as known to the Issuer
on the date of the Disclosure Document, necessary to make the statements herein, in the light of the circumstances under
which they are made, and are not misleading. No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Disclosure Document 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 authorized by the Issuer. The legal advisors to the Issuer and any other intermediaries and their
agents or advisors associated with the Issue of Debentures have not separately verified the information contained herein. No
person has been authorized to give any information or to make any representation not contained or incorporated by reference
in this Disclosure Document 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 authorized by the Issuer.
This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed
directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the
Debentures. All Investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in
this Issue. The contents of this Disclosure Document are intended to be used only by those Eligible Investors to whom it is
distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.
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No invitation is being made to any persons other than those to whom application forms along with this Disclosure Document
being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Disclosure Document
has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason.
Each person receiving this Disclosure Document acknowledges that:
Such person has been afforded an opportunity to request and to review and has received all additional information
considered by it to be necessary to verify the accuracy of or to supplement the information herein.
Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its
investigation of the accuracy of such information or its investment decision.
The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the
Disclosure Document as well as publicly available information 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 this Disclosure Document nor any sale of 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
hereof.
This Disclosure Document 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 authorized 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 this
Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the
offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this
Disclosure Document comes are required to inform themselves about and to observe any such restrictions. The Disclosure
Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly
confidential. Each recipient must not reproduce or distribute this Disclosure Document, in whole or part, or make any
announcement in public or to a third party regarding the contents without the express written consent of the Issuer or use it
for any purpose other than the evaluation of the Issuer by the recipient.
It is the responsibility of Investors to ensure that any transfer of the Debentures is in accordance with this Disclosure
Document and the applicable laws, and ensure that the same does not constitute an offer to the public.
DISCLAIMER OF THE SOLE ARRANGER
It is advised that the Issuer has exercised self-due diligence to ensure complete compliance of prescribed disclosure norms
etc. in this Disclosure Document. The role of the Sole Arranger in the assignment is confined to marketing and placement of
the Debentures on the basis of this Disclosure Document as prepared by the Issuer. The Sole Arranger has neither
scrutinized/vetted nor done any due-diligence for verification of the contents of this Disclosure Document. Accordingly, no
representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Sole Arranger
or any of its officers as to the adequacy, completeness or reasonableness of the information contained herein or of any
further information, statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation
thereto.
The Sole Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors in
the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use
of this document by the Sole Arranger should not in any way be deemed or construed that the document has been prepared,
cleared, approved or vetted by the Sole Arranger; 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 Sole Arranger 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 Disclosure Document.
DISCLAIMER OF THE SEBI
This Disclosure Document has not been filed with the SEBI. The Debentures have not been recommended or approved by
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the SEBI nor does the SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this
Disclosure Document should not, in any way, be deemed or construed that the same has been cleared or vetted by the SEBI.
SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is
proposed to be made, or for the correctness of the statements made or opinions expressed in this document.
DISCLAIMER OF BSE
As required, a copy of this Disclosure Document has been submitted to BSE for hosting the same on its website. It is to be
distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any
way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this
Issuer’s securities will be listed or continue to be listed on the BSE; nor does it take responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to
apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and
analysis and shall not have any claim against BSE whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be
stated herein or any other reason whatsoever.
INDUSTRY AND MARKET DATA
Market data and certain industry forecasts used throughout this Disclosure Document have been obtained from market
research, publicly available information and industry publications. Industry publications generally state that the accuracy and
completeness of that information is not guaranteed. Similarly, industry forecasts and market research while believed to be
reliable have not been independently verified and the Issuer does not make any representation as to the accuracy of that
information.
This Disclosure Document is prepared under the provisions of Companies Act, 2013, as amended from to time and
applicable notified rules thereto; applicable provisions under the Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008, as amended or replaced from time to time, for private placement of the
Debentures. This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not
constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the
Issuer. This is only an information brochure intended for private use.
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DEFINITIONS AND ABBREVIATIONS
In this Disclosure Document, unless the context otherwise requires, the terms defined and abbreviations expanded below
shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will
be deemed to include all amendments and modifications notified thereto.
Further, unless otherwise indicated or the context otherwise requires, all references to “the Company”, “our Company”,
“KEC International Limited”, “KEC”, “Issuer”, “we”, “us” or “our” is to KEC International Limited and references to “you”
are to the prospective Investors in the Debentures.
Issuer Related Terms
Term Description
Our Company / the Company / KEC / KEC International Limited, CIN L45200MH2005PLC152061, incorporated under
the Issuer / KEC International Limited / the Companies Act, 1956, and having its registered office at RPG House, 463, Dr.
we / us / our Annie Besant Road, Worli, Mumbai - 400 030
Articles / Articles of Association Articles of association of our Company, as amended from time to time
Audit Committee The audit committee of the Board of Directors
Auditors M/s Deloitte Haskins & Sells
Board of Directors / Board The board of directors of our Company or any duly constituted committee thereof
Directors The directors of our Company
Memorandum or Memorandum of Memorandum of association of our Company, as amended from time to time
Association
Registered Office The registered office of our Company, located at RPG House, 463, Dr. Annie
Besant Road, Worli, Mumbai - 400 030
Issue Related Terms
Term Description
Allot / Allotment / Allotted Unless the context otherwise requires or implies, the allotment of the Debentures
pursuant to the Issue
Applicable Law All applicable laws, bye-laws, rules, regulations, orders, ordinances, protocols,
codes, guidelines, policies, notices, directions, judgments, decrees or other
requirements or official directive of any Governmental Authority or Person acting
under the authority of any Governmental Authority and/ or of any statutory
authority in India
Applicant Those institutions, banks, mutual funds, to whom a copy of the Disclosure
Document may be sent, specifically addressed to such persons, with a view to
offering the Debentures
Application Form The form in which an Applicant can apply for subscription to the Debentures, as
attached in Annexure 1
Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial
Owner(s) of the Debenture(s) as defined in clause (a) of sub-section 1 of Section 2
of the Depositories Act)
Business Day A day which is not a Saturday or Sunday or a public holiday and when clearing of
cheque and RTGS facilities are available in Mumbai
Companies Act / the Act / New Operative provisions of the Companies Act, 2013
Companies Act
Debentures / NCDs collectively, Series 1 Debentures, Series 2 Debentures and Series 3 Debentures
Debenture Certificate Certificate issued in registered form by the Company evidencing the Debentures
Debenture Documents The documents executed or to be executed in relation to the issuance of the
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Debentures, as more particularly set out in this Disclosure Document
Debenture Holder(s)/ Investor A person who is for the time being a holder of the Debenture(s) and whose name is
last mentioned in the Debenture Register, and shall include a Beneficial Owner of
the Debenture(s)
Debenture Outstandings Any and all amounts payable by the Company to the Debenture Holders and/or the
Debenture Trustee in relation to the Debentures including, without limitation, any
costs or fees payable to the Debenture Trustee acting in any of its capacities under
the respective Debenture Documents, any indemnity or interest (default or
otherwise) payable under the Debenture Documents, costs and other expenses
incurred for preservation and protection of the Security created pursuant to the
terms of the relevant Debenture Documents
Debenture Trustee / Trustee IDBI Trusteeship Services Limited
Debenture Trust Deed The mortgage cum debenture trust deed to be entered into between the Debenture
Trustee and the Issuer in relation to the Issue
Deemed Date of Allotment / Date of The date on which Allotment for the Issue is made
Allotment
Debt Listing Agreement Simplified debt listing agreement, as amended from time to time, to be entered
into by the Issuer with BSE for the listing of the Debentures and any other
recognized stock exchange to which the Issuer may apply for the listing of the
Debentures subsequently after giving prior intimation to the Debenture Trustee
Default Interest means additional interest at the rate of 2% (two percent) per annum over the
Interest payable in case of delay and/or default in payment of any Interest or
Debenture Outstandings on the Due Date
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository(ies) A depository registered with the SEBI in accordance with the SEBI (Depositories
and Participant) Regulations, 1996, as amended from time to time, and in this case
being NSDL and CDSL
Disclosure Document This information memorandum and private placement offer letter in relation to the
private placement of the Debentures
DP / Depository Participant A depository participant as defined in the Depositories Act
DRR Debenture redemption reserve required under Section 71 of the New Companies
Act
DSCR Debt Service Coverage Ratio
Due Date means the due date for the payment of the following under the Debenture
Documents:
(a) Redemption Amounts and Interest on the relevant Final Settlement Date;
(b) Costs, charges and expenses, promptly upon notification by the Trustee of
the amount due;
(c) Default Interest, the next following Interest Payment Date; and
(d) for any other amount due and payable, the date on which such amount
falls due in terms of the Debenture Trust Deed;
Eligible Investors 1. Scheduled Commercial Banks;

2. Regional Rural Banks;
3. Financial Institutions;
4. Insurance Companies;
5. Non-Banking Finance Companies;
6. Mutual Funds;
7. Foreign Institutional Investors (FIIs);
8. Corporates;
9. High Net Worth Individuals (HNIs);
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10. Pension Fund/Provident Fund; and
Any other investor(s) authorised to invest in these Debentures, subject to the

compliance with the relevant regulations/guidelines applicable to them for
investing in this Issue. The investor should not be in the caution list / negative list
of investors, as released by SEBI from time to time.
Event of Default Any event or circumstance to be specified in the Debenture Trust Deed
FY / Financial Year The financial year of the Company which commences on April 1 of a calendar
year and ends on March 31 of the immediately succeeding calendar year
Governmental Authority Any government authority, statutory authority, government department, agency,
commission, board, tribunal or court or other Applicable Law, rule or regulation
making entity having or purporting to have jurisdiction on behalf of the Republic
of India or any state or other subdivision thereof or any municipality, district or
other subdivision thereof
ICRA / Rating Agency ICRA Limited
INR / `/ Rupees The lawful currency of the Republic of India
Investor(s) Such person(s) who subscribe(s) to this Issue
Issue Issue by way of private placement of Debentures by the Issuer pursuant to the
terms of this Disclosure Document
Letter of Allotment A letter of allotment evidencing the title to the Debentures to be issued on the
Deemed Date of Allotment to the Debenture Holder(s)
Mandatory Prepayment Date Means any date, other than the Redemption Date on which the Debentures are
required to be mandatorily redeemed upon the occurrence of any early redemption
event or Events of Default as per the ‘Summary Term Sheet’
Pay-In Date The date on which the subscribers shall make payment for subscription to the
Debentures
Public Holiday Any day which is a public holiday for the purpose of Section 25 of the Negotiable
Instruments Act, 1881 (26 of 1881) in Mumbai, India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
Redemption Amount All principal amounts outstanding with respect to the Debentures payable on the
Mandatory Prepayment Date or the Redemption Date, as the case may be, in one
bullet instalment. On the Mandatory Prepayment Date or the Redemption Date, as
the case may be, the accrued Interest Rate, step up interest, Default Interest Rate
and other amounts owed will also be payable by the Company
Redemption Date Each of Series 1 Redemption Date, Series 2 Redemption Date, and Series 3
Redemption Date
Register of Debenture Holders The register of holders of the Debentures as specified under Section 88 of the Act;
and for the purposes of these Debentures, the record maintained by the respective
depositories under the Depositories Act, 1996 shall be deemed to be the Register
of Debenture Holders
Registrar / R&T Agent / Registrar and Link Intime India Private Limited
Transfer Agent
SEBI Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from
time to time
Security The security for the Debentures as specified in this Disclosure Document
Security Cover At least 1.0 time of the Debenture Outstandings to be maintained at all times until
the Final Settlement Date. Value of Security for this purpose will be the market
value of the immovable properties and book value of the movable assets provided
as Security
There will be proportionate release of security at the time of repayment of
respective series of the Debentures, subject to a security cover of at least 1.0 time
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being maintained on the Debenture Outstandings
Series 1 Debentures Zero Coupon Rated, Secured, Listed, Redeemable Non-Convertible Debentures of
a face value of Rs. 10,00,000 each for cash at par
Series 1 Redemption Date 20 April 2020 on which the Series 1 Debentures will be repaid by the Company
Series 2 Redemption Date 20 April 2021 on which the Series 2 Debentures will be repaid by the Company
Series 3 Redemption Date 20 December 2021 on which the Series 3 Debentures will be repaid by the
Company
Subscription Amount An amount agreed to be remitted by the Investor(s) towards subscription to the
Debentures
Conventional and General Terms, Abbreviations and References to Other Business Entities
Abbreviation Full Form

AGM Annual General Meeting
BIFR Board for Industrial and Financial Reconstruction
BSE BSE Limited
CDR Corporate Debt Restructuring
CDSL Central Depository Services (India) Limited
Demat Dematerialised
DP-ID Depository Participant-Identification Number
EBIT Earnings Before Interest & Tax
EBITDA Earnings Before Interest, Tax, Depreciation & Amortization
ECGC Export Credit Guarantee Corporation of India Limited
EPC Engineering, Procurement and Construction
FII Foreign Institutional Investor
FPI Foreign Portfolio Investor
GAAR General Anti-Avoidance Rules
GIR General Index Registrar
ISIN International Securities Identification Number
JV Joint Venture
Min. Minimum
NCDs Non-Convertible Debentures
NSDL National Securities Depository Limited
p.a. / pa Per Annum
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
PCFC Pre-shipment Credit in Foreign Currency
Qty. Quantity
RBI Reserve Bank of India
ROC Registrar of Companies, Maharashtra, India
RTGS Real Time Gross Settlement System
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Abbreviation Full Form
SEBI Securities and Exchange Board of India
SPV Special Purpose Vehicle
TDS Tax Deducted at Source
UTI Unit Trust of India
WDM Wholesale Debt Market
WTD Whole-time Director
Page 10 of 144
FORWARD LOOKING STATEMENTS
All statements in this Disclosure Document that are not statements of historical fact constitute “forward looking statements”.
Readers can identify forward looking statements by terminology like “aim”, “anticipate”, “could”, “intend”, “believe”,
“continue”, “estimate”, “expect”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”,
“would” or other words or phrases of similar import. All statements regarding the Issuer’s expected financial condition and
results of operations, business, plans and prospects are forward looking statements. These forward looking statements and
any other projections contained in this Disclosure Document (whether made by the Issuer or any third party) are predictions
and involve known and unknown risks, uncertainties and other factors that may cause the Issuer’s actual results, performance
and achievements to be materially different from any future results, performance or achievements expressed or implied by
such forward looking statements or other projections.
By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and
assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-looking statements
will not be achieved. These risks, uncertainties and other factors include, among other things, those listed under the section
titled “Risk Factors” of this Disclosure Document, as well as those included elsewhere in this Disclosure Document.
The forward looking statements contained in this Disclosure Document are based on the beliefs of the management of the
Issuer, as well as the assumptions made by and information available to management as at the date of this Disclosure
Document. There can be no assurance that the expectations will prove to be correct. The Issuer expressly disclaims any
obligation or undertaking to release any updated information or revisions to any forward looking statements contained herein
to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or
circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue
reliance on such forward looking statements. All subsequent written and oral forward looking statements attributable to the
Issuer are expressly qualified in their entirety by reference to these cautionary statements.
If any of these risks and uncertainties materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the
Issuer’s actual results of operations or financial condition could differ materially from that described herein as anticipated,
believed, estimated or expected. All subsequent forward-looking statements attributable to the Issuer are expressly qualified
in their entirety by reference to these cautionary statements. As a result, actual future gains or losses could materially differ
from those that have been estimated. The Issuer undertakes no obligation to update forward-looking statements to reflect
events or circumstances after the date hereof.
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RISK FACTORS
The following are the risks envisaged by the management of the Company relating to the Company, the Debentures and the
market in general. Potential investors should carefully consider all the risk factors in this Disclosure Document for
evaluating the Company and its business and the Debentures before making any investment decision relating to the
Debentures. The Company believes that the factors described below represent the principal risks inherent in investing in the
Debentures, but does not represent that the statements below regarding the risks of holding the Debentures are exhaustive.
The order of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the
importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this
Disclosure Document and reach their own views prior to making any investment decision.
If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of
operations could suffer and, therefore, the value of the Company’s Debentures could decline and/or the Company’s ability to
meet its obligations in respect of the Debentures could be affected. More than one risk factor may have simultaneous effect
with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than
one risk factor may have a compounding effect which may not be predictable. No prediction can be made as to the effect that
any combination of risk factors may have on the value of the Debentures and/or the Company’s ability to meet its
obligations in respect of the Debentures. Potential investors should perform their own independent investigation of the
financial condition and affairs of the Company, and their own appraisal of the creditworthiness of the Company. Potential
investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment
considerations with respect to the Debentures. Potential investors should thereafter reach their own views prior to making
any investment decision.
These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties not presently
known to the Company or that the Company currently believes to be immaterial may also have a material adverse effect on
its financial condition or business. Unless specified or quantified in the relevant risk factors, the Company is not in a position
to quantify the financial or other implications of any risk mentioned herein below.
The Company believes that the factors described below represent the principal risks inherent in investing in the Debentures,
but the inability of the Company, as the case may be, to pay principal or other amounts on or in connection with any
Debentures may occur for other reasons and the Company does not represent that the statements below regarding the risks of
holding any Debentures are exhaustive.
Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the
financial or other implications of any risk mentioned herein below:
INTERNAL RISK FACTORS
Project Risk
The EPC activity carried on by the Company is working capital intensive. There is always an amount of risk involved due to
longer execution period, fluctuation in material and equipment prices and cost overrun due to delay in project completion on
account of availability of right of way (ROW) and other necessary clearances, etc. ROW and other clearances are generally
in the client’s scope and the Company is duly compensated for any delay in project completion on account of ROW and
other clearances. Further, the Company has a robust project review mechanism to identify and address the factors affecting
timely project completion.
Commodity Price Risk and Exchange Risk
Due to the time lag between award and execution of the contract the Company is exposed to commodity price risk and
exchange risk. This risk is mitigated as the Company hedges the price risk as soon as the contract is awarded to the
Company. Further the Company always has a dollar surplus and hence, payments in foreign currency are naturally hedged.
Any shortfall in foreign currency is being duly hedged.
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EXTERNAL RISK FACTORS
Our business may be adversely affected by losses from uninsured projects or losses exceeding our insurance limits.
Our operations are subject to hazards inherent in providing engineering and construction services, such as risk of equipment
failure, work accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosions including
hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and
environmental damage. We may also be subject to claims resulting from defects arising from engineering, procurement or
construction services provided by us within the warranty periods extended by us, which can range from 12 (twelve) to 18
(eighteen) months from the date of commissioning. We have availed Employee All Risk (EAR) policies and Workmen’s
Compensation policies for our contracts with Government authorities, semi-government authorities controlled by
Government authorities. However, we do not have a loss of profits policy.
Our operations are subject to physical hazards and similar risks that could expose us to material liabilities, loss in
revenues and increased expenses.
While construction companies, including us conduct various scientific and site studies during the course of bidding for
projects, there are always anticipated or unforeseen risks that may come up due to adverse weather conditions, geological
conditions and other reasons. Additionally, our operations are subject to hazards inherent in providing engineering and
construction services, such as work accidents that may cause injury and loss of life. We may also be subject to claims
resulting from defects arising from engineering, procurement and/or construction services provided by us within the
warranty periods stipulated in our contracts, which typically range from 12(twelve) to 18 (eighteen) months from the date of
commissioning.
Our operations are seasonal and are adversely affected by difficult working conditions and extreme high temperatures
during summer months and extreme rains during monsoons, which restrict our ability to carry on construction activities
and fully utilize our resources.
Our revenues are based on the percentage of completion method. Since revenues are not recognized until they are in a
reasonable progress on a contract, revenues recorded in the first half of our financial year between April and September are
traditionally lower compared to revenues recorded during the second half of our financial year. During periods of curtailed
activity due to adverse weather conditions, we may continue to incur operational expenses, but our revenues from operations
may be delayed or reduced.
We have certain contingent liabilities that may adversely affect our financial condition.
Clients of construction companies usually demand performance guarantees from construction companies as a safety net
against potential defaults by the construction companies. Hence, construction companies often carry substantial contingent
liabilities for the projects they undertake. The contingent liabilities consist principally of performance bank guarantees. If we
are unable to complete a project on schedule, the client may invoke such performance guarantees. If we are unable to pay or
otherwise default on our obligations, our lenders may be required pursuant to the relevant letters of credit or guarantees to
cover the full or remaining balance of our obligations. In the event that any of these contingent liabilities materialize, our
financial condition may be adversely affected.
Our revenues largely depend on acceptance of the bids submitted to the Government and other agencies. Our
performance could be affected in case majority of the bids are not accepted / awarded.
Our business is substantially dependent on infrastructure projects undertaken by governmental authorities and other entities
funded by Governments or international and multilateral development finance institutions. Contracts awarded by central,
state and local governmental authorities are tender-based. We compete with various infrastructure companies while
submitting the tender to Government and other agencies. In case we do not qualify or are not amongst the lowest bidders, we
stand to lose the business. We cannot assure that any of the bids that we submit would be accepted / awarded to us; therefore,
our ability to procure the business by bidding at the lowest rates is crucial for our revenues.
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Contracts in the Transmission and Distribution sector are awarded on the basis of pre-qualification criteria and
competitive bidding processes.
In selecting contractors for the project, clients generally limit the tender to contractors they have pre-qualified, based on
several criterion including experience, technical capacity and performance, quality standards, ability to execute the project
within the present timeframe and sophisticated machines. Disqualification on any of these grounds will make us ineligible
for bidding. These pre-qualification criteria are at the discretion of the client and we cannot assure that we would continue to
meet the pre-qualification criteria of our existing clients or prospective clients. This would have an adverse impact on our
procuring new projects, and subsequently, the financial performance of our Company.
Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative impact on the
Issuer’s results of operations and financial condition.
Any downgrade of India’s credit rating for domestic and international debt by international rating agencies may adversely
impact the Issuer’s ability to raise additional financing and the interest rates and commercial terms on which such additional
financing is available. This could have an adverse effect on the Issuer’s ability to obtain financing to fund its growth on
favourable terms or at all and, as a result, could have a material adverse effect on its results of operations, financial condition
and prospects.
Any legal and regulatory changes in the future could have a negative impact on the Issuer’s results of operations and
financial condition.
Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any
regulator, including but not limited to the SEBI or the RBI, may adversely affect the Issuer’s financial results and operation,
and restrict the Issuer’s ability to do. The timing and content of any new law or regulation is not within the Issuer’s control
and such new law, regulation, comment, statement or policy change could have an adverse effect on its business, results of
operations and financial condition.
Further, the SEBI, BSE, other recognized stock exchanges where the Issuer may decide to get the Debentures listed after
giving prior intimation to the Debenture Trustee or other regulatory authorities may require clarifications on this Disclosure
Document, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected
or even rejected.
RISKS RELATING TO THE ISSUE
The Debentures may not be a suitable investment for all purchasers.
Potential Investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk,
that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting
and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the
Debentures as an investment in the light of their own circumstances and financial condition.
Modification, waivers and substitution.
The conditions of the Debentures shall contain provisions for calling meetings of Debenture Holders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Debenture Holders including
Debenture Holders who did not attend and vote at the relevant meeting and Debenture Holders who voted in a manner
contrary to the majority.
Repayment of principal is subject to the credit risk of the Company.
Potential investors should be aware that receipt of the principal amount along with redemption, the yield payable thereon and
any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company and the potential
investors assume the risk that the Company may not be able to satisfy their obligations under the Debentures. In the event
that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted
by or against the Company, the payment of sums due on the Debentures may be substantially reduced or delayed.
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Debentures may be illiquid in the secondary market.
The Company intends to list the Debentures on the WDM segment of BSE. The Company cannot provide any guarantee that
the Debentures will be frequently traded on the stock exchange and that there would be any market for the Debentures. The
current trading of the Company’s existing listed NCDs, if any, may not reflect the liquidity of the NCDs being offered
through the Issue. It is not possible to predict if and to what extent a secondary market may develop for the Debentures or at
what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that
the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they
were not so listed or quoted or admitted to trading. Further, the Company may not be able to issue any further Debentures, in
case of any disruptions in the securities market.
Rating Downgrade Risk.
The Rating Agency has assigned a credit rating to the Debentures. In the event of deterioration in the financial health of the
Company, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential
investors may incur losses on re-valuation of their investment or make provisions towards sub-standard / non-performing
investment as per their usual norms. The rating is not a recommendation to purchase, hold or sell the Debentures in as much
as the ratings do not comment on the market price of the Debentures or its suitability to a particular investor. There is no
assurance either that the rating will remain at the same level for any given period of time or that the rating will not be
lowered or withdrawn entirely by the Rating Agency. In the event of deterioration, the rating of the Debentures, the investors
may have to take loss on revaluation of their investment.
Changes in interest rates may affect the price of the Issuer’s Debentures.
All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. Interest rates are
highly sensitive and fluctuations thereof are dependent upon many factors which are beyond the Issuer’s control, including
the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic
and political conditions, inflation and other factors. The price of such securities will vary inversely with changes in
prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the
prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase
or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a
growing economy, are likely to have a negative effect on the price of the Debentures.
The Debentures are subject to stamp duty requirements.
Potential purchasers and sellers of the Debentures should be aware that stamp duty in accordance with the laws and practices
of India are required to be paid at the time of issuance of the Debentures and if the tenor of the Debentures is extended. Non-
payment of stamp duty results in the document becoming inadmissible as evidence in Indian courts. Payment and/or delivery
of any amount due in respect of the Debentures will therefore, be conditional upon the payment of all applicable stamp duty.
Tax Considerations and Legal Considerations.
Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are
urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and
other implications of this investment.
Company’s indebtedness and covenants imposed by its financing arrangements may restrict its ability to conduct its
business or operations.
Company’s financing arrangements require it to maintain certain security cover for some of its borrowings. Should there be
any breach of financial or other covenants of any financing arrangements and such breach continues beyond the stipulated
cure period, the Company may be subjected to various consequences as a result of such default including forced repayment
of such borrowings. Further, under some of the financing arrangements, the Company is required to inform / obtain prior
approval of the lenders / debentures holders / debenture trustee for various actions. This may restrict / delay some of the
actions / initiatives of the Company from time to time.
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Accounting Considerations.
Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their
own accounting advisors to determine implications of this investment.
Entire Security not created upfront and when created maybe insufficient to redeem the Debentures.
The potential investors are required to note that the security in the form of first ranking exclusive mortgage for the
Debentures has not been created at the time of the allotment of the Debentures. It will be subsequently created in favour of
the Debenture Trustee for the benefit of the Debenture Holder(s) within the timelines prescribed under this Disclosure
Document or within such extended period as may be agreed to between the Issuer and the Debenture Trustee (acting upon
the instructions of the Debenture Holder(s)). Further, in the event that the Company is unable to meet its payment and other
obligations towards potential investors under the terms of the Debentures, the Debenture Trustee may enforce the Security
created in respect of assets over which a security interest has been created. The potential investors’ recovery in relation to the
Debentures will be inter alia subject to (i) the market value of such assets; and (ii) finding a willing buyer for such assets at a
price sufficient to repay the amounts due and payable to the potential investors’ amounts outstanding under the Debentures.
The value realised from the enforcement of the Security may be insufficient to redeem the Debentures.
Material changes in regulations to which the Company are subject could impair the Company’s ability to meet payments
or other obligations.
The Company is subject generally to changes in Applicable Laws, as well as to changes in government regulations and
policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the
Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.
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SUMMARY TERM SHEET
Security Name KEC International 0% Senior Secured NCDs 2016
Issuer KEC International Limited
Promoter Group Harsh Goenka Group
Sole Arranger ICICI Bank Limited
Type of Instrument Rated, Listed, Redeemable, Secured, Non-Convertible Debentures
Nature of Instrument Secured
Seniority Senior
Mode of Issue On private placement basis to Eligible Investors.
Eligible Investors Shall mean and include:

1. Scheduled Commercial Banks;
6. Mutual Funds;
8. Corporates;
Any other investor(s) authorised to invest in these Debentures, subject to the compliance with
the relevant regulations/guidelines applicable to them for investing in this Issue. The investor
should not be in the caution list/negative list of investors, as released by SEBI from time to
time.
Listing Proposed to be listed on the WDM segment of the BSE within 20 (twenty) calendar days of the
Deemed Date of Allotment.
Rating of the A+ by ICRA.

Instrument
Issue Size Rs. 250,00,00,000/- (Rupees Two Hundred Fifty Crore only).
Option to retain N.A.

oversubscription
(Amount)
Objects of the Issue Towards long term working capital, refinancing of existing debt and general corporate purposes.
The proceeds from the Debentures either in part or full will not be used for investment in or on
lending for the capital market, land acquisition, acquiring equity shares of Indian company(ies),
buyback of shares of Indian company, funding of promoter’s contribution in the project or any
other purpose, which is prohibited under RBI guidelines for bank finance.
Details of utilization The proceeds realized by the Company from the Issue shall be applied exclusively by the
Company for the Objects of the Issue. The Issuer will provide to the Debenture Trustee /
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of the issue proceeds Debenture Holders an auditor’s certificate within a period of 90 (ninety) calendar days from the
Deemed Date of Allotment certifying that the proceeds raised from the issuance of the
Debentures have not been utilized for any purpose which is ineligible for bank finance as per
the extant guidelines issued by the RBI and that the proceeds raised from the issuance of the
Debentures have been utilized solely for the Objects of the Issue.
Coupon rate Zero coupon.
Rating Downgrade In case, the rating of the Debentures falls to BBB+ or below by ICRA, or rating of the Company
Covenant is withdrawn or suspended for any reason by ICRA, any Debenture Holder(s) shall have the
right to ask for mandatory prepayment in full/part of the outstanding Debentures. The Issuer
shall make the payment of the entire outstanding value of the Debentures together with accrued
interest, default Interest, and such other payments which are due to be paid to the Debenture
Holders, within 30 (thirty) calendar days from the date of exercise of acceleration option by the
Debenture Holder(s). Occurrence of any rating downgrade as stated herein shall be construed as
a Mandatory Prepayment Event and the due date for payment at the end of 30 (thirty) days from
the date of exercise of acceleration option by the Debenture Holders shall be a Mandatory
Prepayment Date.
Coupon payment At Maturity.

frequency
Coupon payment Bullet

dates
Coupon type Fixed
Coupon reset process N.A.
Day count convention Actual/Actual
Interest on N.A.
application money
Penalty for delay in In case of delay in listing of the Debentures beyond 20 (twenty) calendar days from the Deemed
listing Date of Allotment, the Issuer will pay a penal interest of 1% (one percent) p.a. over and above
the Coupon Rate to the Debenture Holders, from the expiry of 30 (thirty) calendar days from the
Deemed Date of Allotment till the listing of such Debentures.
Penalty in case of In case of delay in payment of interest/principal on the Due Dates, additional penal interest of
default 2% (two percent) p.a. over the Coupon Rate will be payable by the Company on the outstanding
principal for the defaulting period.
Series 1 2 3
Amount Rs. 150 Crore Rs. 50 Crore Rs. 50 Crore
Tenor / Redemption 20 April 2020 20 April 2021 20 December 2021

Dates
Redemption Amount Means all principal amounts outstanding with respect to the Debentures payable on the
Mandatory Prepayment Date or the Redemption Date, as the case may be, in one bullet
instalment. On the Mandatory Prepayment Date or the Redemption Date, as the case may be,
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the accrued interest rate, any step up interest upon occurrence of a Mandatory Prepayment
Event, Default Interest Rate and other amounts owed will also be payable by the Company.
Redemption Premium N.A. (payable at par)

/ Discount
Issue Price To be issued at par.
Discount at which N.A.

security is issued and
effective yield as a
result of such
discount
Put Date N.A.
Put Price N.A.
Call Date N.A.
Call Price N.A.
Put Notification Time N.A.
Call Notification Time N.A.
Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture.
Minimum Application The application should be for a minimum of 10 (ten) Debentures (Rs. 100,00,000) and in
multiples of 1 (one) Debenture (Rs. 10,00,000) thereafter.
Issue Timing Issue Opening Date Issue Closing Date Pay-In Date Deemed Date of
Allotment
28 October 2016 28 October 2016 28 October 2016 28 October 2016
Issuance mode of the Demat only.

instrument
Trading mode of the Demat only.

instrument
Settlement mode of Payment of interest/ principal will be made by way of RTGS transfer/ NEFT/ cheque/ demand
the instrument draft/ interest warrant.
Depository NSDL/ CDSL
Business Day If any coupon payment date falls on a day that is not a working day, the payment shall be made
Convention on the immediately succeeding working day. If the redemption date / exercise date / maturity
date (also being the last coupon payment date) of the Debentures falls on a day that is not a
working day, the redemption proceeds shall be paid on the immediately preceding working day.
Yield to Maturity 9.33% (nine point three three percent) p.a. monthly compounded and payable at maturity
(Annual Rate of 9.74% (nine point seven four percent) p.a.).
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Record Date The Record Date for the Debentures shall be 15 (fifteen) days prior to the date of each of the
interest payments and/or the Redemption Dates or a Mandatory Prepayment Date.
Credit of Debentures The Issuer will issue the Debentures in dematerialized form and issue letters of allotment with
credit of the Debentures within 2 (two) Business Days from the Deemed Date of Allotment.
Majority Debenture Debenture Holders aggregating to equal to or more than 51% (fifty-one percent) of the value of
Holders the nominal amount of the Debentures for the time being outstanding
Security (where The Debentures shall be secured by:

applicable) (Including
description, type of (i) a first charge, by way of hypothecation, over the movable assets of the Issuer in relation to
security, type of the plant located in Vadodara and Mysore; and
charge, likely date of
creation of security, (ii) a first ranking charge created by way of mortgage over the immovable properties of the
minimum security Company situated at its plant at Vadodara and Mysore.
cover, revaluation,
replacement of The Issuer shall create the security:
security).
(i) over the movable assets by way of hypothecation within 90 (ninety) days from the Deemed
Date of Allotment and perfect thereof within 180 (one hundred and eighty) days from the
Deemed Date of Allotment; and
(ii) over the immovable properties and perfect the same (except the Vadodara property which
will be created within 90 (ninety) days from the Deemed Date of Allotment and perfect
thereof within 180 days from the Deemed Date of Allotment) within 180 (one hundred and
eighty) days from the Deemed Date of Allotment.
The Issuer shall maintain the Security Cover at all times until all Debenture Outstandings have
been paid.
The Security shall be valued annually by the approved valuer.
In any event, if the Issuer fails to create security within the aforesaid timelines, an additional
interest of 1% (one percent) p.a. on the Debenture Outstandings shall be payable from the
Deemed Date of Allotment till the creation of security to the satisfaction of the Debenture
Holders.
The right of the Debenture Holders to claim additional interest shall be irrespective of their
rights to declare an Event of Default or to enforce any other rights available under Applicable
Law in case of such failure.
In the event that, on any day (“Shortfall Trigger Day”) during the tenor of Debentures, if there
is a shortfall in stipulated Security Cover, the Issuer shall forthwith and in any event no later
than 5 (five) Business Days from the Shortfall Trigger Day, provide to the Debenture Holders, a
duly executed proposal satisfactory to the Debenture Trustee (acting on the instructions of the
Debenture Holders) (“Additional / Alternate Security Proposal”) to make good the shortfall.
The Company shall comply with such Additional/Alternate Security Proposal and make good
the shortfall within 15 (fifteen) days from the Shortfall Trigger Day.
Failure to create Additional / Alternate Security within the aforesaid timelines shall attract an
additional interest of 1% (one percent) p.a. on the Debenture Outstandings, which shall be
payable from the Shortfall Trigger Day till the creation of Additional Security to the satisfaction
of the Debenture Holders.
Without prejudice to the rights of the Debenture Holders to claim additional interest as
mentioned above, any failure of the Company to make good the shortfall in the manner
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stipulated above shall be construed as an Event of Default and the Debenture Holders shall be
entitled to exercise all rights under the Debenture Documents and under Applicable Laws.
Debenture Documents Debenture Documents shall mean and include:
1. Disclosure Document (Information Memorandum & Form No. PAS-4)

2. Debenture Trust Deed
3. Debenture Trustee Agreement
4. Listing agreement with BSE
5. Rating letter and rating rationale
6. Letter appointing Debenture Trustee and R&T Agent
7. Security documents
8. Other documents defined in the Debenture Trust Deed
Conditions precedent The Issuer shall ensure that all the consents and resolutions required to issue the NCDs are in
to Disbursement place prior to the Issue. The Issuer shall also ensure that all regulations pertaining to this are
complied with. The conditions for disbursement by the Debenture Holders shall inter alia
include the following:
1. Furnished certified copies of the Memorandum and Articles of Association (or equivalent
constitutive documents).
2. A certified true copy of the special resolution of the shareholders of the Issuer approving
the private placement of the Debentures under Rule 14(2)(a) of the Companies (Prospectus
and Allotment of Securities) Rules, 2014.
3. A certified true copy of the special resolution of the shareholders of the Issuer under
Section 180(1)(c) of the Companies Act, 2013 setting out the borrowing limit applicable to
the Issuer. (Note: Independent chartered accountant certificate certifying that the Issue is as
per the resolution u/s 180 (1) (c) would be required).
4. A certified true copy of the special resolution of the shareholders of the Issuer under
Section 180(1)(a) of the Companies Act, 2013 approving the creation of security.
5. Certificate from statutory auditor/CA confirming that:
(a) no borrowing limits binding on the Issuer are exceeded on account of issuance of the
Debentures; and
(b) the value of the Secured Assets being subject matter of the Security documents is
sufficient to create the Security Cover contemplated therein.
6. Certificate from a chartered accountant setting out the pending income tax proceedings in
respect of the Issuer, or a certificate from a chartered accountant confirming that there are
no income tax proceedings pending against the Issuer under S. 281 of the Income Tax Act,
1961.
7. Execution of all the Debenture Documents (excluding the Debenture Trust Deed and
Security documents), to the satisfaction of Debenture Holders.
8. Receipt by the Issuer of all relevant consents (corporate, shareholder, regulatory and
consents of existing lenders, if any).
9. Receipt by the Issuer of no-dues certificate and evidence of release of charge in connection
with the Security.
10. Furnishing of KYC of the Issuer and its signatories.
11. The Issuer shall have signed and delivered the Disclosure Document under the Companies
Act, 2013.
12. In-principle approval from BSE.
13. Obtaining ISIN for issuance of Debentures in dematerialized form.
14. Consent Letter from the Debenture Trustee.
15. Execution of the Debenture Trustee Agreement.
16. Director/Company Secretary/CFO’s certificate from the Issuer confirming that:
(i) No Event of Default has occurred or is continuing;
(ii) No Material Adverse Effect has occurred and there are no circumstances existing
which could give rise, with the passage of time or otherwise, to a Material Adverse
Effect;
Page 21 of 144
(iii) the representations and warranties made are true and correct in all material respects on
and as of the date of the transaction documents and the date of such certificate; and
(iv) the Issuer is and will be, after issuance of the Debentures, in full compliance with all
provisions of the Debenture Documents, its constitutional documents, any document to
which it is a party or by which it is bound, and any laws and regulations applicable to
it.
17. If the Debenture Documents require the Issuer to incorporate alterations to the Articles of
Association and Memorandum of Association of the Issuer, the Issuer shall, and the parties
shall cause the Issuer to, forthwith cause such changes to be incorporated thereto in a
manner satisfactory to the Debenture Holders.
18. Valuation report(s) from approved valuer(s) in relation to the Security.
19. Evidence that the Issuer has opened an account for deposit of Issue Proceeds.
Conditions The Issuer shall ensure that inter alia the following documents are executed / activities are
Subsequent to completed as per time frame mentioned in the Disclosure Document:
Disbursement
1. Board resolution for allotment of Debentures;
2. Execution of Debenture Trust Deed and the Security documents within the timelines set out
in this Disclosure Document;
3. Issuance of letter of allotment on Deemed Date of Allotment;
4. Credit of demat account(s) of the Allottee(s) by number of Debentures Allotted within 2
(two) Business Days from the Deemed Date of Allotment;
5. Making application to BSE within 15 (fifteen) days from the Deemed Date of Allotment to
list the Debentures and seek listing permission within 20 (twenty) days from the Deemed
Date of Allotment;
6. ROC filings within the prescribed period;
7. Receipt by the Issuer of all relevant consents (corporate, shareholder, regulatory and
consents of existing lenders and other government authorities, if any) towards creation and
perfection of the Security to the satisfaction of the Debenture Trustee; and
8. Stamped Debenture Certificate to be issued.
Further the Issuer shall perform all conditions subsequent activities, whether mandatory or
otherwise, as mentioned elsewhere in this Disclosure Document or in the Debenture Trust Deed.
Financial Covenants The Company shall ensure that it is in compliance with the following financial covenants at all
times during the tenure of the Debentures on a consolidated basis:
1. Debt Service Coverage Ratio (“DSCR”) of the Company at all times to be equal to or
greater than 1.10 (one point one zero);
2. Debt to EBITDA ratio not to exceed 5.00 (five) times;
3. Interest cost of the Company: not to exceed 5% (five percent) of its total net sales; and
4. There should be no loss on PAT basis in the Company on an annual basis.
Definitions to be used only for Financial Covenants:
“Debt” shall mean aggregate of –
1. All money borrowed;

2. All long-term debt outstanding, whether secured or unsecured;
3. Contingent liabilities pertaining to corporate/ financial guarantees given on behalf of any
company / SPV / subsidiary / affiliate to the extent these liabilities are not already included
in the consolidated debt;
4. Any short term debt outstanding, whether secured or unsecured excluding acceptances;
5. Receivables sold or discounted (other than any receivables to the extent they are sold on a
non- recourse basis); and
6. Any amount raised under any other transaction (including any forward sale or purchase
Page 22 of 144
agreement) having the commercial effect of a borrowing.
“DSCR” shall mean the ratio of A and B as follows:
A. the aggregate of (a) PAT for trailing 12 (twelve) months; (b) depreciation and amortization
of tangible and intangible assets for such period; (c) interest payable for such period; (d)
other financing costs payable for such period; and (e) deferred tax liability for such period;
and
B. an amount equal to the sum of interest, principal repayment, and other financing costs
payable for trailing 12 (twelve) months.
“EBITDA” means operating earnings before interest, tax, depreciation and amortization.
All the above covenants to be tested on a semi-annual basis, i.e. more specifically in March-end
and September-end for each Financial Year.
Other Covenants The following covenants by the Issuer as set out below shall remain in force from the date of the
(Affirmative/ Debenture Trust Deed for so long as the Debenture Outstandings or any part thereof is
Negative Covenants) outstanding under the Debenture Documents:
1. Issuer shall not amend or modify its Memorandum of Association and Article of
Association (except those amendments and/or modifications which are required to comply
with the Companies Act, 1956 / 2013 and Rules made there under) without the prior written
consent of the Debenture Trustee/Debenture Holders.
2. Issuer shall not change its Financial Year (or such other date as may be approved by the
Debenture Holders) without the prior consent of the Debenture Trustee/ Debenture Holders.
3. Issuer shall not change the accounting policies currently followed without prior consent of
the Debenture Trustee / Debenture Holders unless required under the Applicable Law /
Indian Accounting Standards to do so.
4. Issuer shall provide standalone & consolidated financial statements at the end of financial
and half yearly basis, within a period of 180 (one hundred and eighty) days and 60 (sixty)
days respectively from the end of financial and half year ended.
5. Issuer shall immediately notify of any potential Event of Default as soon as the Company
has the knowledge of the same or an Event of Default, or occurrence of an event which
may result in a Material Adverse Effect.
6. Issuer shall obtain, comply with, and maintain all licenses / authorizations.
7. Issuer will not purchase or redeem any of its issued shares or reduce its share capital
without the prior written consent of the Debenture Holders.
8. Any sale of assets, whether movable or immovable, whether tangible or intangible, above
Rs. 50,00,00,000 (Rupees Fifty Crore) / business / division / SPV or re-structuring of the
existing business, shall be with the prior consent of the Debenture Holders.
9. Issuer’s net worth to remain positive during the tenor of the Issue.
10. Issuer shall not pay any dividend, if an Event of Default has occurred and is subsisting.
11. Issuer shall maintain its corporate existence and the right to carry on its business and
operations and comply with all Applicable Laws in all respects, at all times.
12. Issuer shall not, without the prior approval of Debenture Holders, enter into any transaction
of consolidation, re-organization, merger, acquisition, restructuring, amalgamation, scheme
of arrangement or compromise with its creditors or shareholders or effect any scheme of
amalgamation or reconstruction; provided however that this restriction shall not apply in
the event that the compliance with this restriction would result in the Issuer defaulting in
relation to any of its payment obligations in relation to the Debentures.
13. Issuer shall not undertake any new business or any diversification of its business (other
than EPC) without approval of Debenture Holders.
14. Issuer shall provide details of any material litigation, arbitration or administrative
proceedings.
15. Issuer shall not change in statutory auditors without prior written consent of Debenture
Holders, unless mandated by Applicable Law.
Page 23 of 144
16. Issuer shall ensure that all assets forming a part of the Security are free from encumbrances.
17. Issuer shall permit visits and inspection of books of records, documents and accounts to
Debenture Holders as and when required by them.
18. Issuer shall notify in case of any force majeure event.
19. Issuer shall not change its management control.
Such other additional covenants customary to the transactions of this nature as set forth in the
Debenture Trust Deed.
Representations & Such representations and warranties that are customary to the transactions of this nature as set
Warranties forth in the Debenture Trust Deed.
Events of Default and An event of default shall inter alia mean the occurrence of any of the events specified below
Consequence of (“Event of Default”):
Events of Default
1. Failure to pay any amount due in respect of Debentures including any instalment of interest
(including penal interest, if applicable) or the principal amount of the Debentures, any other
monies including costs, charges, expenses incurred by the Debenture Trustee, as and when
the same shall have become due and payable;
2. Any material information (as may be decided by the Debenture Trustee acting on the
instructions of Majority Debenture Holders) given by the Company in this Term Sheet,
Disclosure Document, the Debenture Documents and/or other information furnished and/or
the representations and warranties given/deemed to have been given by the Company to the
Debenture Holder(s)/Beneficial Owner(s) under the Debenture Documents, for financial
assistance by way of subscription to the Debentures, is or proves to be misleading or
incorrect in any respect or is found to be incorrect;
3. Breach of any material (as may be decided by the Debenture Trustee acting on the
instructions of Majority Debenture Holders) terms, conditions and covenants of any
Debenture Documents;
4. If the Company / subsidiary(ies) of the Company is unable to or admits in writing its
inability to pay its debts as they mature or suspends making payment of any of its debts, by
reason of actual or anticipated financial difficulties or proceedings for taking it into
liquidation have been admitted by any competent court or a moratorium or other protection
from its creditors is declared or imposed in respect of any indebtedness of the Company;
5. If the properties and assets offered as Security to the Debenture Trustee / Debenture
Holder(s) / Beneficial Owner(s) for the Debentures are not insured or kept under-insured by
the Company, and adequate insurance has not been provided within 15 (fifteen) days of
written notice by the Majority Debenture Holders or the Debenture Trustee or the Security
depreciates in value to such an extent that in the opinion of the Debenture Holder(s) /
Beneficial Owner(s) / Debenture Trustee, further security to the satisfaction of the
Debenture Holder(s) / Beneficial Owner(s) / Debenture Trustee should be given, and such
additional security is not given within 15 (fifteen) days of such shortfall as more
particularly laid down in the Debenture Trust Deed;
6. If without the prior approval of the Debenture Trustee and/or Debenture Holder(s)
/Beneficial Owner(s), as the case may be, any land, buildings, structures, plant and
machinery of the Company are sold, disposed of, charged, encumbered or alienated, or the
said buildings, structures, machinery, plant or other equipment are removed pulled down or
demolished, except for value of equipment sold is less than Rs. 30,00,00,000 (Rupees
Thirty Crore);
7. The occurrence of a Material Adverse Effect as determined by the Debenture Trustee,
acting solely on the instructions of the Majority Debenture Holders;
8. The Company rescinds / repudiates or purports to rescind / repudiate or evidences an
intention to rescind / repudiate any of the Debenture Documents to in whole or in part;
9. If the Company, its promoters of key managerial personnel of the Company being declared
a wilful defaulter;
10. The Company shall have voluntarily or involuntarily become the subject of proceedings
under bankruptcy or insolvency law or CDR proceedings including any corporate action
Page 24 of 144
which has been admitted on records by the court or other relevant authority as the case may
be;
11. The Company / subsidiaries has taken or suffered any action to be taken for its
reorganization, liquidation or dissolution;
12. A receiver or liquidator, provisional liquidator, supervisor, receiver, administrative
receiver, administrator, compulsory manager, trustee or other similar officer in respect of
the Company or any of its assets is appointed or allowed to be appointed in relation to all or
any part of the undertaking of the Company;
13. Any failure of the Company to comply with any of the provisions of the Debenture
Documents in relation to the Security and Security Cover including but not limited to the
failure of the Company to provide any additional or alternate security to the satisfaction of
the Majority Debenture Holders;
14. If an attachment or expropriation or restraint or act of sequestration is levied on the Assets
or any part thereof and/or certificate proceedings are taken or commenced for recovery of
any dues from the Company;
15. Cross default of the Company / subsidiaries/JVs with any of their respective Financial
Indebtedness, upon occurrence of the following:
• any Financial Indebtedness of the Company / subsidiaries is not paid when due and the
applicable cure period has lapsed without the Company remedying the same; or
• any Financial Indebtedness of the Company / subsidiaries is declared or otherwise
becomes due and payable before its specified maturity as a result of an event of
default; or
• any creditor of the Company / subsidiaries for amount exceeding Rs. 25,00,00,000
(Rupees Twenty-Five Crore), becomes entitled to declare any Financial Indebtedness
of the Company due and payable before its specified maturity as a result of an event of
default.
16. If the Company suspends, ceases or threatens to suspend or cease to carry on its business or
gives notice of its intention to do so;
17. If, in the reasonable opinion of the Debenture Trustee, the security of the Debenture Holder
(s)/Beneficial Owner(s) is in jeopardy;
18. If the Company is declared a sick undertaking under the provisions of the Section 3(1)(o) of
the Sick Industrial Undertakings (Special Provisions) Act, 1985 or under Section
2(46)(AA) of the Old Companies Act if a reference has been made to BIFR by a creditor
under the said Act and the Company has not resolved the complaint or is nationalized or is
under the management of the Central Government;
19. All or a material part of the undertaking, assets, rights or revenues of the Company are
condemned, seized, nationalised, expropriated or compulsorily acquired, or shall have
assumed custody or control of the business or operations of the Company, or shall have
taken any action for the dissolution of the Company, or any action that would prevent the
Company, their member, or their officers from carrying on their business or operations or a
substantial part thereof, by or under the authority of any Government or Government
authority;
20. Any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off
of the Company / Promoter funds or revenues or any other act having a similar effect being
committed by the management or by any key managerial personnel (excluding independent
directors) of the Company;
21. The Company has taken or suffered to be taken any action for re-organisation of its capital
or any rearrangement, merger or amalgamation without the prior written approval of the
Debenture Holders;
22. Change in Control of the Company and/or a transfer (except inter-transfer between the
Promoters) and/or the creation of an Encumbrance on the Promoter Group shareholding in
the Company without prior written approval or sanction of the Debenture Trustee;
23. No change in management control & the current promoters’ shareholding should not fall
below 50% (fifty percent) in the Company, taken on a fully diluted basis, until the final
settlement date;
24. Any Debenture Document once executed and delivered, ceases to be in full force and effect
or becomes unlawful, invalid or unenforceable or fails to provide the Debenture Trustee
Page 25 of 144
and the Debenture Holder(s)/Beneficial Owners(s) with the interests in the Security
intended to be created thereby;
25. Any of the necessary clearances required or desirable in relation to the project or Company
or the Debentures in accordance with any of the Debenture Documents is not received or is
revoked or terminated, withdrawn, suspended, modified or withheld or shall cease to be in
full force and effect which shall, in the opinion of Debenture Holder(s)/Beneficial
Owners(s), have Material Adverse Effect on the project or Company or the Debentures;
26. A petition for the reorganization, arrangement, adjustment, winding up or composition of
debts of the Company is filed (voluntary or otherwise) or have been admitted or makes an
assignment for the benefit of its creditors generally and such proceeding is not contested by
the Company for staying, quashing or dismissed within 15 (fifteen) days;
27. The Promoter/s and/or the directors (other than the independent directors) or the key
managerial personnel of the Company are charged with, arrested or convicted of a criminal
offence involving moral turpitude, dishonesty or which otherwise impinges on the integrity
of the Promoter/s and/or director, including any accusations, material charges and/or
convictions of any offence relating to bribery;
28. It is or becomes unlawful for the Company to perform any of its obligations under any
Debenture Document;
29. The Company is adjudged insolvent or takes advantage of any law for the relief of
insolvent debtors.
30. Such additional events of default customary to the transactions of this nature as set forth in
the Debenture Trust Deed.
Upon the happening of an Event of Default, the Debenture Trustee shall inter alia be entitled to
exercise any and all remedies in accordance with the terms contained in the Debenture
Documents, and such other remedies as may be available under Applicable Laws.
Provisions related to Cross default of the Issuer / subsidiaries / JVs with any of their respective Financial
Cross Default Clause Indebtedness, upon occurrence of the following:
• any Financial Indebtedness of the Company / subsidiaries is not paid when due and the
applicable cure period has lapsed without the Company remedying the same; or
• any Financial Indebtedness of the Company / subsidiaries is declared or otherwise
becomes due and payable before its specified maturity as a result of an event of default; or
• any creditor of the Company / subsidiaries for amount exceeding Rs. 25,00,00,000
(Rupees Twenty-Five Crore), becomes entitled to declare any Financial Indebtedness of
the Company due and payable before its specified maturity as a result of an event of
default.
Approvals The Issuer agrees to comply with all applicable rules and regulations in respect of the Issue. The
Issuer will be responsible for taking all the necessary authorizations and/or approvals internal,
external regulatory, statutory or otherwise.
Role and The Issuer has appointed IDBI Trusteeship Services Limited as the Debenture Trustee for the
responsibilities of the Issue. All the rights and remedies of the Debenture Holders shall vest in and shall be exercised
Debenture Trustee by the Debenture Trustee without referring to the Debenture Holders. All Investors are deemed
to have irrevocably given their authority and consent to IDBI Trusteeship Services Limited to
act as their Debenture Trustee and for doing such acts and signing such documents to carry out
their duty in such capacity. Any payment by the Issuer to the Debenture Trustee on behalf of the
Debenture Holders shall discharge the Issuer pro tanto to the Debenture Holders. The
Debenture Trustee shall carry out its duties and shall perform its functions in accordance with
all Applicable Laws and regulations including without limitation the New Companies Act,
SEBI Debt Regulations, the SEBI LODR Regulations and the Debenture Trustee Regulations as
well as the Supplementary Debenture Trustee Agreement/Deed and the Disclosure Document,
with due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as
per terms of the Debenture Documents entered into between the Issuer and the Debenture
Trustee and a notice in writing to the Debenture Holders shall be provided for the same.
Page 26 of 144
The Debenture Trustee shall ensure disclosure of all material events on an on-going basis. The
Debenture Trustee will protect the interest of the Debenture Holders on the occurrence of an
event of default by the Issuer in regard to timely payment of interest and repayment of principal
and they will take necessary action at the Issuer’s cost as provided in the Debenture Documents.
The responsibilities of the Debenture Trustee without prejudice to any other provision be as
more particularly set out in the Debenture Trust Deed and the Debenture Trustee Agreement in
accordance with the SEBI (Debenture Trustee) Regulations, 1993, as amended from time to
time.
Governing Law and The Debentures are governed by and will be construed in accordance with Indian law. The
Jurisdiction Issuer, the Debentures and the Issuer’s obligations under the Debentures shall, at all times, be
subject to the directions of the RBI and the SEBI. The Debenture Holders, by purchasing the
Debentures, agree that the courts at Mumbai shall have exclusive jurisdiction with respect to
matters relating to Debentures.
Material Adverse Shall mean the following:

Change
(a) any material adverse change having occurred in any of the business, condition (financial
operations, of the Issuer (and its subsidiaries or parent company) since the last available
audited annual report;
(b) any circumstance, change or condition (including the continuation of an existing
condition) in the domestic and international commercial bank, loan syndication, financial
or capital market, political or economic conditions that, in the opinion of the Debenture
Holders, would materially affect syndication and conclusion of this Issue;
(c) any material adverse change having occurred in the financial markets in which the Issuer
and/or its principal assets are located or in the market for loans to and debt securities of
India.
Material Adverse Shall mean any event or circumstance, occurrence, change or condition (including the
Effect continuation of an existing condition) which, as of any date of such determination in the sole
opinion of the Debenture Holders, has caused or is likely to cause a material and adverse effect
in respect of one or more of the following:
(a) business, condition (financial or otherwise), and operations, performance or prospects of
the Company and its subsidiaries and/or parent company (to the extent applicable); or
(b) any pending or threatened litigation, investigation or proceedings that may have a material
adverse effect on the business condition (financial or otherwise), operations, performance
or prospects of the Company, which affects the payment on the Debentures; or
(c) the change in the domestic and international commercial bank, loan syndication, financial
or capital market, political or economic conditions which would materially affect
syndication or conclusion of this issue; or
(d) the change in the financial market in which the Company and/or its principal assets are
located; or
(e) the ability of the Company to perform and comply with its obligations under any of the
Debenture Documents;
(f) the validity, legality or enforceability of any of the Security expressed to be created
pursuant to any Security documents or on the priority or ranking of any of that Security; or
(g) the validity, legality or enforceability of, or the rights or remedies of any of the Debenture
Holders or Debenture Trustee under any of the Debenture Documents.
Information The Issuer undertakes to provide information pertinent to a credit assessment of the Company
Provision by the Sole Arranger / potential investors in a timely fashion. This information will include, but
not limited to the latest financial information, rating letter and rating rationale, copies of the
resolutions authorizing the borrowing and the latest company profile.
Page 27 of 144
ILLUSTRATION OF DEBENTURE CASH FLOWS
As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated 29 October 2013, the cash flows emanating from the Debentures
are mentioned below by way of an illustration.
Company/Issuer KEC International Limited
Face Value (per Debenture) Rs.10,00,000
Issue Date/Date of Allotment 28 October 2016
Redemption Series 1 Debentures Series 2 Debentures Series 3 Debentures
20 April 2020 20 April 2021 20 December 2021
Coupon Rate Zero coupon
Frequency of the Redemption Premium At Maturity on 20 April 2020, 20 April 2021 & 20 December 2021
Payment with specified dates
Day Count Convention Actual/Actual
No. of days in redemption / premium

Cash Flows Date Amount in (Rs.)
period
Series 1
Principal 20-Apr-20 N.A. 1,50,00,00,000
Redemption premium 20-Apr-20 1291 57,32,40,942
Total for Series 1 20-Apr-20 2,07,32,40,942
Series 2
Principal 20-Apr-21 N.A. 50,00,00,000
Redemption premium 20-Apr-21 1656 25,83,91,537
Total for Series 2 20-Apr-21 75,83,91,537
Series 3
Principal 20-Dec-21 N.A. 50,00,00,000
Redemption premium 20-Dec-21 1900 30,70,06,763
Total for Series 3 20-Dec-21 80,70,06,763
Page 28 of 144
SECTION A1 – ISSUER INFORMATION
I. NAMES AND ADDRESSES:
Registered Office of the Issuer Corporate Office of the Issuer Compliance Officer of the Issuer
KEC International Limited KEC International Limited Ch. V. Jagannadha Rao
RPG House, 463, Dr. Annie RPG House, 463, Dr. Annie KEC International Limited,
Besant Road, Worli, Mumbai - Besant Road, Worli, Mumbai - RPG House,
400 030 400 030 463, Dr. Annie Besant Road,
Telephone: 022 6667 0200 Telephone: 022 6169 1600 Worli, Mumbai – 400 030
Fax: 022 6667 0287 Fax: 022 6667 0287 Telephone: 022-6169 1600
Website: www.kecrpg.com Website: www.kecrpg.com Fax: 022-6667 0287
Date of incorporation of the Email ID: [email protected]
Issuer: March 18, 2005
CFO of the Issuer Sole Arranger of the Issue Debenture Trustee of the Issue
Rajeev Aggarwal ICICI Bank Limited IDBI Trusteeship Services Limited
KEC International Limited, ICICI Bank Towers, Asian Building, Ground Floor
RPG House, Bandra-Kurla Complex, 17, R. Kamani Marg, Ballard Estate
463, Dr. Annie Besant Road, Bandra (East), Mumbai – 400 051 Mumbai – 400 001
Worli, Mumbai – 400 030 Telephone: 022 2653 1027 Telephone: 022 4080 7000
Telephone: 022 6667 0200 Fax: 022 2653 1063 Fax: 022 6631 1776
Fax: 022 6667 0287 Email ID: Email ID: [email protected]
Email ID: [email protected] [email protected] Website: www.idbitrustee.com
Credit Rating Agency of the
Registrar to the Issue Auditors of the Issuer
Issue
Link Intime India Private ICRA Limited M/s Deloitte Haskins & Sells
Limited 3rd Floor, Electric Mansion, Tower 3, 31st Floor, Indiabulls Finance
C- 13 Pannalal Silk Mills Appasaheb Marathe Marg, Centre, Senapati Bapat Marg,
Compound, Prabhadevi, Mumbai – 400 025 Elphinstone (W), Mumbai – 400 013
LBS Marg, Bhandup (West), Telephone: 022 6169 3300 Telephone: 022 6185 5546
Mumbai - 400 078 Fax: 022 2433 1390 Fax: 022 6185 4101
Telephone: 022 2594 6970 Email ID: Email ID: [email protected]
Fax: 022 2594 6969 [email protected] Registration No.: 117365W
Email ID:
[email protected]
Investors can contact the Compliance Officer in case of any pre-Issue or post-Issue related problems such as non-
receipt of Letters of Allotment, credit of Debentures, interest on application money etc. in the respective beneficiary
account or refund orders, etc.
II. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS
A. OVERVIEW
1. Company Overview
Kamani Engineering Corporation Limited was incorporated on May 7, 1945 under the provisions of Indian
Companies Act, 1913 primarily to undertake the business of power transmission. In the year 1984, the name of the
Company was changed to “KEC International Limited”. Pursuant to a composite scheme of arrangement in 2005,
between KEC International Limited (incorporated in 1945), KEC Infrastructure Limited, Bespoke Finvest Limited,
KEC Holdings Limited and their respective shareholders, the power transmission business of KEC International
Limited (incorporated in 1945) was transferred to a new company incorporated with the name “KEC Infrastructures
Limited” on March 18, 2005. Further, pursuant to the terms of the Scheme, the names of KEC International Limited
and KEC Infrastructures Limited were interchanged i.e. KEC International Limited became KEC Infrastructures
Limited and vice versa.
Page 29 of 144
Further, pursuant to the composite scheme of arrangement in 2007-08, between the Company, RPG Transmission
Limited (RPGT), National Information Technologies Limited (NITEL) and MP Power Line Limited (MPPL) and
their Respective shareholders, RPGT and NITEL were merged with the Company. Further in 2010, RPG Cables
Limited was merged with the Company pursuant to a scheme of amalgamation.
The Company is an infrastructure Engineering, Procurement and Construction (EPC) major with presence in four
business verticals – power transmission & distribution, cables, railways and water. The Company has its footprints
in more than 50 (fifty) countries across the world.
Operational Data
2. Industry Overview
The power landscape worldwide is on the cusp of transformation with emphasis on reliability, efficiency,
sustainability and affordability. Emerging trends in the segment include increased focus on renewables, integration
Page 30 of 144
of renewables into the grid, distributed generation, smart transmission and distribution networks, migration to extra
high voltages of transmission, use of gas insulated lines where overhead transmission lines are not feasible, etc.
These developments portray a very progressive image for the sector, although the fact that scarcity of power is
rampant in large parts of the globe remains a matter of concern. Economic growth, fuelled by rapid industrialisation
and urbanisation, increased globalization along with technological and digital interventions, demands incessant
supply of power. At present, there is a disparity between the demand and supply dynamics, thus propelling the need
for substantial investments, culminating in enormous opportunities and a positive outlook for the global power
sector.
The total investment requirement for ‘Transmission & Distribution’ infrastructure for period of 2015-2040 is
projected at USD 8.3 Trillion, of which India requires approximately USD 845 Billion (Source: International
Energy Agency (IEA), World Energy Outlook 2015).
Cumulative Investment Needs in Power Transmission and Distribution during 2015–2040 (USD Billion)
Region / Country 2015-2025 2026-2040 Total
2015-2040
Americas 447 645 1,092
Europe 424 469 893
East Europe/Eurasia 195 274 469
Asia 1,514 2,269 3,783
Middle East 117 167 284
Africa 241 583 824
Latin America 194 300 494
World Total 3,366 4,996 8,362
India 301 544 845
Source: International Energy Agency (IEA) - World Energy Outlook 2015
Globally, transmission and distribution networks are expanding steadily; nonetheless around 15% (fifteen percent)
of the world population still lacks access to electricity, necessitating the need for development of power
infrastructure across the globe. All this translates into significant opportunities for the Company. The Company has
a global presence and is recognised for its capability to execute complex and innovative engineering projects
necessary to cater to the infrastructure requirements across the globe.
Country / Region Per capita power Population without access to

consumption (2011) (kwh) electricity (2012) (percent)
United States 13,240 NIL
Europe and Central Asia 2,920 NIL
China 3,298 NIL
Page 31 of 144
South Asia 619 22
MENA 1,684 4.1
Sub-Saharan Africa 525 64.7
Latin America and Caribbean 1,823 4.2
World Average 3,031 15.4
India 1010* 21.3
Source: World Bank Estimates, * Press Articles
B. CORPORATE STRUCTURE
The Company is professionally managed by its Board of Directors. As on 30 September 2016, the Company
comprised of 11 Directors out of which 8 are Independent Directors, and a Non-Executive Director chairs the
Board.
1. Key Subsidiaries:
Sr. Name of Subsidiary Country of Percentage of Business of Subsidiary

No. Incorporation Ownership
Direct Subsidiaries
1 KEC Power India Private Limited India 100 Providing services relating to
Power Transmission &
Distribution
2 KEC Bikaner Sikar Transmission India 99.99 Concessionaire

Private Limited
3 KEC Investment Holdings Mauritius 100 Investment Company
4 KEC Global Mauritius 100 Investment Company
5 RPG Transmission Nigeria Nigeria 100 EPC Company

Limited
6 KEC Global FZ LLC UAE 100 EPC Company
Indirect Subsidiaries
7 KEC International Holdings LLC USA 100 SPV
8 KEC Brazil LLC USA 100 SPV
9 KEC Mexico LLC USA 100 SPV
10 KEC US LLC USA 100 SPV
11 KEC Transmission LLC USA 100 SPV
Page 32 of 144
12 SAE Tower Holdings LLC USA 100 Investment Company
13 SAE Tower Brazil Subsidiary USA 100 Investment Company

Holding Company LLC
14 SAE Towers Mexico Subsidiary USA 100 Investment Company

Holding Company LLC
15 SAE Towers Mexico S de RL de Mexico 100 Manufacturing of Towers

CV
16 SAE Towers Brazil Torres de Brazil 100 Manufacturing of Towers

Transmission Ltda
17 SAE Prestadora de Servicios Mexico 100 Service Company

Mexico S de RL de CV
18 SAE Towers Limited USA 100 Trading Company
19 SAE Engenharia E Construcao Brazil 100 EPC

Ltda.
20 SAE Engineering & Construction Mexico 100 EPC

Services S de RL de CV
21 KEC International (Malaysia) Malaysia 100 EPC

SDN. BHD.
2. Details of Units:
The details of the manufacturing facilities of the Company are as listed below:
Plants’ Location
Transmission Jaipur Butibori Jabalpur

Towers Jhotwara Industrial Area B-190 Industrial Area Deori, P. O. Panagarh,
Jaipur, Rajasthan - 302 012 Butibori, Maharashtra- Jabalpur, Madhya Pradesh-
441 108 483220
Cables Mysore Silvassa Vadodara
Hebbal Industrial Area, Plot No. 273 / 4, Demni Village: Godampura
Hootagalli, Belavadi Post, Road, Silvassa, Dadra and (Samlaya),
Mysore, Karnataka-571186 Nagar Haveli - 396 191 Taluka: Savli, Gujarat-
391520
SAE Towers SAE Towers Mexico S de RL de CV SAE Towers Brazil Torres de Transmissao Ltda
Mexico, Arco Vial Saltillo-Nuevo Brazil, R. Moacyr G. Costa, 15 - Jd. Piemont
Laredo Km. 24.1, Escobedo, N. L. Sul, Betim / MG, Brazil 32669-722
Mexico, C.P. 66050-79
Tower Testing Jaipur Butibori Jabalpur
Stations Jhotwara Industrial Area, B-215 Industrial Area, Deori, P. O. Panagarh,
Jaipur, Rajasthan - 302 012 Butibori, Maharashtra - Jabalpur, Madhya Pradesh –
441108 483220
SAE Towers Brazil Torres de Transmissao Ltda, Brazil

R. Moacyr G. Costa, 15 - Jd. Piemont, Sul, Betim / MG, Brazil 32669-722
Page 33 of 144
3. Details of Branches:
As on September 30, 2016, the Company has around 27 branches located across various countries to carry out its
business activities:
SR.
COUNTRY OFFICE ADDRESS
NO.
1 Abu Dhabi Mr. Madhu Nair
Kec International Limited
P.O.Box No. - 27830, Flat No.602, 6 Th Floor, Marina Plaza Building, New
Airport Road (Muroor Road), Abu Dhabi, United Arab Emirates (Uae)
Tel: 00 971 2 6394 885 / 00 971 2 6394 886
Mobile : 00971 506217862
Fax : 00971 2 6394 887
2 Algeria Mr. Sudipta Das

9a,Rue National, 36 Dely Ibrahim Algeirs, Algeria
Tele : 00213 21917533
Mob: 00 213 770940237
Fax: 00 213 21917446
3 Afghan Mr K Somusekaran
House No.21, Street No.2, Qulla Fathulla, (Near Madina Market), Kabul,
Afghanistan
Mob: 0093 786686818.
4 Cameroon Mr Ravi Bhagat

B.P.518, Face Eveche, Elogbele, Edea, Cameroon
Landline No.00237-33464630, 33464631
Fax No:- No Fax Line At Cameroon Office
Mob:- 00237 79501687
5 Congo Mr Vasantha Kumar/ Talukdar

Kec International Ltd.
Bon Coin, Room No 17, 56/4 Avenue Colonel Ebeya, Commune: Gombe,
Kinshasa.
Democratic Republic Of Congo (Drc)
Tel :- No Land Line At Congo
Fax:-No Fax Line At Congo
Mob No -00243 899711647
6 Ethiopia Mr Arun Bajaj

House No. : 1060, Kebele : 03/05, Opposite Bole Community School, Bole Homes
Sub City :Bole , Addis Ababa, Ethiopia.
Mob:- +251 910119558
Tel: +251 11 4674 574/4674575
Fax: +251 11 4674 573
7 Egypt Mr Srawan Dara
Page 34 of 144
SR.
NO.
Kec International Limited,
1st Floor, 2-6th Zone, 1st District, 5th Settlement, New Cairo, Egypt,.
Postal Code: 11835
Tel: 20 22 6184335
Telefax: +
Fax: +20 22 6184334
Mobile: 201 274599996
8 Ghana Mr Ravi Bhagat

House No Aw/ 38, Community 12, Tema, Ghana
Tel :- 233 303303906
Fax: 233 303303906 ( Same Line For Tel & Fax)
Mob : 233 202055222
9 Georgia Mr. Ashwin Sharma

Kec International Ltd
House No. 39, Gazapkhuli Street, Zip Code 1077, Tbilisi, Georgia.
Tel :- 995 322359089
Fax:- 995 322395001
Mob.: + 995 91 233244
10 Kazak Mr. Ashwin Sharma/ Mr Harendra Yadav

31, Baysheshek Street, 050040 Almaty, Republic Of Kazakhstan
Tel :- 7 727 271 75 97
Fax: +7 727 2633278
Mob: 77 01789 7743
11 Kenya Mr Pradeepkumar Nair

P O Box 32072- 00600, B-9, Krishna Park, 3rd Parkland Avenue, Nairobi, Kenya
Ll -00254-20-3743561/3743505
Fax:- No Fax Line At Kenya Office
Mob: 00254 710774646
12 Kuwait Kec International Ltd.

C/O M/S Bahman General Trading & Contracting Co
Canada Dry Street, Shuwaikh Industrial Area, Kuwait
Tel: - 00965 24833842
Fax:- 00365 24833723
Mob:-00965 65637914
13 Lebanon Mr Sajukumar Pillai

Ground Floor, Shoraiki Building, Habib Frour Street, Sakit Al Janjir, Verdun, Ras
Beirut, Lebanon
Page 35 of 144
SR.
NO.
Tel :- 961 1 80 33 34
Fax:-961 1 79 71 76
Mob:-961 3 90 42 03
14 Libya Rajesh Kumar K.R
P.O Box No 76171, Janzoor, Km 17 Zawya Road, Tripoli, Libya
Mob No: +218 9247 25077 / 91677 1214
Fax:-00218 21 4890529
15 Laos Mr N D Anand
House No.229, Meungvathong Village, Sikhottabong District, Vientiane City, Lao
P.D.R.
Mobile: +856-20-59936248
15 Nigeria Mr. Padhi/ Rajas Adhikari

Kec International Ltd.,
31, Patric O. Bokkor Crescent, Opp. L.E.A. Nur & Primary School, Kpadna, Jabi,
Abuja, Nigeria
Tel :-00234 97803478
Fax:-No Fax Line
Mob: 00234 -7064162771/8067941534.
16 Oman Mr. Rahul Kadkade/ Mr Ojha

Near Automatic Restaurants, 18th November Street , Azaiba, Al Ghubra North
Pc111, P.B. 1029, Muscat, Sultanate Of Oman
Telephone: 00968 -99881747/ 244 96712
17 Philippines Mr Babu Nair

C/O. Hansei Corporation
Unit 303-C, Victoria Towers, Panay Avenue Corner,Timog Avenue, Quezon City,
Metro Manila, Philippines – 1103
Contact Person: Mr. Babu Nair
Phone : +63 917 8118 637 , + 63 2 945 2887
18 Saudi Mr Kishor Berde

Arabia Al Sharif Group & Kec Ltd Co.
P.O. Box No. 51953, Unit No 102 & 104, First Floor, Al Wessal Tower, Near
Lexus Showroom, Madina Road, Jeddah, 21533. Kingdom Of Saudi Arabia
Tel: 0126609046, Fax: 0126609058
Mr. K. Sulaiman +966 547515500,
Mr. Kishor Berde +966 547515511
19 South Africa Kec International Limited

Unit 005 Nn; 1st Floor, Bradenham Hall, Melis Avenue, Po Box 4558, Rivonia
2128, South Africa
Tel :: +27 11 0184000
Fax :: +27 11 0184199
Mobile :: +27 11 736323245
Page 36 of 144
SR.
NO.
20 Tunisia Mr. Sajukumar

Appt No. : A – 8, Complex Sindbad – II, Rue Medhat Bacha, (A Cote De I’hotel
Du Lac), Tunis 1001, Tunisia
Tele : 00216 71 354211
Fax : 00216 71 354161
Mob: 00216 98419645.
21 Ivory Coast Mr Ravi Bhagat

Villa 346 Perles Ii Abidjan, Abidjan Du Plateau (Near Old Chiana Embassy)
Mob:+225 58902242
22 Indonesia Kec International Ltd.

Ji. Sei Raya Dalam, Komp Gading Victoria No. B24, Pontianak, West Kalimantan,
Indonesia
Tel: +62 5676714358
Zip Code - 78391
23 Tanzania Mr Pankaj Joshi/ Mr Manoj Baheti

Office No 403, 4th Floor, It Plaza, Ohio Street, Dar-E-Salaam
Mob :-00255 - 714733745
24 Malysia MR SIVASAILAM SANKARAN

KEC International Ltd.
No. 215, Lot 9894, Lorong Batu Lintang, No. 18, Taman Thian Guan, 93200
Kuching, Sarawak, Malaysia
TEL: +6082-238214
25 Uganda Mr Vasantha Kumar

House No. 1 Kagera, Regency Apartments And Suites, Lugogo Bypass, Kampala,
Uganda.
Mob+00256-757512207
Page 37 of 144
C. KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 (THREE) AUDITED
YEARS*
(Amount in Rs. Crore)

Parameters 31-03-2016 31-03-2015 31-03-2014
Net worth 1511.89 1,329.80 1,191.58
Total Debt 2,514.42 2,189.38 2,127.29
Of which
- Non Current Maturities of Long Term Borrowing 602.04 737.04 602.60
- Short Term Borrowing 1,722.60 1,308.09 1,206.87
- Current Maturities of Long Term Borrowing 189.78 144.25 317.82
Net Fixed Assets 859.76 881.08 992.21
Non-Current Assets 1,777.82 1,797.92 1,720.58
Cash and Cash Equivalents 111.26 206.32 144.01
Receivables under Financing Activity – Current Maturity -- -- --
Receivables under Financing Activity – Non Current Maturity -- -- --
Current Investments -- -- --
Current Assets 6,359.71 5,946.90 5,690.79
Current Liabilities 5,931.61 5,586.49 5,524.03
Net Sales 8,516.33 8,467.80 7,901.83
EBITDA 689.54 658.03 488.89
EBIT 601.99 569.92 418.37
Interest 277.43 308.86 263.27
PAT 191.50 160.98 66.75
Dividend Amounts (including dividend distribution tax) 30.89 27.23 18.05
Current Ratio 1.07 1.06 1.03
Interest Coverage Ratio 2.17 1.85 1.59
Gross Debt/Equity Ratio 1.66 1.65 1.79
Debt Service Coverage Ratio 1.48 1.45 0.84
*The above figures are based on the last audited financials of the Company as of 31 March 2016.
Page 38 of 144
Gross Debt Equity Ratio of the Issuer: *

Pre-Issue of Debentures as on Post Issue of
Particulars
31-03-2016 Debentures
DEBT
Total Long Term Debt 791.82 852.82
Total Short Term Debt 1,722.60 1,722.60
TOTAL DEBT 2,514.42 2,575.42
SHAREHOLDERS’ FUNDS
Share Capital 51.42 51.42
Reserve & Surplus (excluding Revaluation Reserve) 1,460.47 1,460.47
Net Worth 1,511.89 1,511.89
Gross Debt/ Equity Ratio 1.66 1.70
*The above figures are based on the last audited financials of the Company as of 31 March 2016.
D. Project Cost and Means of Financing, in case of funding of New Projects.
NIL.
III. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, GIVING DETAILS OF ITS ACTIVITIES
INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN
CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS, IF ANY.
A. Milestones achieved by the Issuer since incorporation:
Year Milestone
2005 Company incorporated with name “KEC Infrastructures Limited”
Pursuant to scheme of arrangement, power transmission business of KEC International Limited was
2005
transferred to the Company
2006 Name of the Company changed from KEC Infrastructures Limited to KEC International Limited
Amalgamation of National Information Technologies Limited and RPG Transmission Limited with the
2008
Company
2010 Amalgamation of RPG Cables Limited with the Company
2010 Acquisition of SAE Towers Holdings LLC
2016 Amalgamation of Jay Railway Projects Private Limited, a wholly owned subsidiary with the Company
Page 39 of 144
B. Capital Structure of the Issuer
1. Share Capital as on 30-09-2016 is set forth below:

Sr.
Particulars No. of Securities Amount
No.
a. Authorized Share Capital
Equity Shares of Rs.2/-each 57,00,00,000 114.00
Redeemable Preference Shares of Rs.100/-each 15,00,000 15.00
Total 57,15,00,000 129.00
b. Issued 25,70,88,370 51.42
c. Subscribed & Paid-up Equity Share Capital 25,70,88,370 51.42
No. of Equity Shares of Rs.2/-each 25,70,88,370
2. Changes in capital structure of the Issuer for last five years & up to 30-09-2016.
NIL
3. Equity share capital history of the Issuer for last five years & up to 30-09-2016.
Date No. of Face Issue Consideration Nature of Cumulative Remarks

of Equity Value Price (Cash, other Allotment No. of Equity Equity
Allot- Shares (Rs.) (Rs.) than cash, etc.) equity Share Share
ment shares Capital Premiu
(Amoun m
t in Rs. (Amoun
Lakh) t in Rs.
Lakh)
2010 - - - Sub-division of - 24,67, 4934.46 8,674.89 Equity
equity shares 23,030 shares
from face value sub-
of Rs. 10 each divided
to Rs. 2 each. from Rs.
10 to Rs.
2
2010 1,03,65, - - Allotted - 2,57,0 5141.76 8,674.89 -
340 pursuant to the 88,370
scheme of
amalgamation
of RPG Cables
with the
Company
Page 40 of 144
4. Details of any acquisition or amalgamation in the last 1 year:
Jay Railway Projects Private Limited, a wholly owned subsidiary of the Issuer amalgamated with the Issuer with
effect from 30 December 2015.
5. Details of any reorganization or reconstruction in the last 1 year:
NIL
IV. DETAILS OF THE SHAREHOLDING OF THE ISSUER
A. Shareholding Pattern of the Issuer as on 30-09-2016:
Total No. of Total

Total No. of Shares held in Shareholding as a
Shareholder
Shares Dematerialized % of Total No. of
Form Shares
(A) Shareholding of Promoter and Promoter

Group
(1) Indian
Individuals / Hindu Undivided Family 78,63,195 78,63,195 3.06
Others 12,28,98,859 12,28,98,859 47.80
Sub Total 13,07,62,054 13,07,62,054 50.86
(2) Foreign 0 0 0.00
Total shareholding of Promoter and Promoter

Group (A) 13,07,62,054 13,07,62,054 50.86
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI 5,86,47,741 5,85,91,586 2.81
Financial Institutions / Banks 7,68,817 7,55,997 0.30
Insurance Companies 63,77,299 63,77,299 2.48
Foreign Portfolio Investors 1,61,50,124 1,60,34,144 6.28
Others 6,980 5,480 0.00
Sub Total 8,38,53,996 8,17,64,506 31.88
(2) Non-Institutions
Bodies Corporate 1,05,54,838 93,21,633 4.11
Individuals
Page 41 of 144
Total No. of Total
Total No. of Shares held in Shareholding as a
Shareholder
Shares Dematerialized % of Total No. of
Form Shares
Individual shareholders holding nominal share

capital up to Rs. 2 lakh 2,77,90,459 2,36,15,256 10.81
Individual shareholders holding nominal share

capital in excess of Rs. 2 lakh 24,02,046 24,02,046 0.93
Any Others
Clearing Members 6,86,173 6,86,173 0.27
Non Resident Indians 12,43,406 12,18,186 0.48
Foreign Company 5,420 0 0.00
HUF 10,58,364 10,58,364 0.41
Trusts 5,91,069 1,98,019 0.23
Foreign Nationals 43,575 43,575 0.02
Directors 5 5 0.00
Sub Total 4,43,75,355 3,85,43,252 17.26
Total Public shareholding (B) 12,63,26,316 12,03,07,758 49.14
Total (A)+(B) 25,70,88,370 25,10,69,812 100.00
(C) Shares held by Custodians and against which

Depository Receipts have been issued
(1) Promoter and Promoter Group 0 0 0.00
(2) Public 0 0 0.00
Sub Total 0 0 0.00
Total (A)+(B)+(C) 25,70,88,370 25,10,69,812 100.00
B. List of top 10 holders of Equity Shares of the Company as on 30-09-2016:
Total
Sr. Total no. of No. of shares in shareholding as
Name of shareholders
No. equity shares demat form % of total no. of
equity shares
1 Swallow Associates LLP 6,95,46,616 6,95,46,616 27.05
2 Summit Securities Limited 2,76,02,945 2,76,02,945 10.74
Page 42 of 144
Total
Sr. Total no. of No. of shares in shareholding as
Name of shareholders
No. equity shares demat form % of total no. of
equity shares
3 Instant Holdings Limited 1,78,55,651 1,78,55,651 6.95
4 SBI Magnum Taxgain Scheme 71,86,711 71,86,711 2.80
HDFC Trustee Company Limited - HDFC

5 71,45,000 71,45,000 2.78
Prudence Fund
Reliance Capital Trustee Co. Limited. A/C

6 69,26,373 69,26,373 2.69
Reliance Diversified Power Sector Fund
7 FIL Investments (Mauritius) Limited 66,30,715 66,30,715 2.58
8 Life Insurance Corporation of India 63,77,299 63,77,299 2.48
HDFC Trustee Company Limited - Tax

9 49,79,959 49,79,959 1.94
Saver Fund
10 Stel Holdings Limited 46,85,880 46,85,880 1.82
Total 15,82,00,448 15,82,00,448 61.54
V. DETAILS REGARDING THE MANAGEMENT OF THE ISSUER
A. Details of the current directors of the Issuer:
Sr. Name Age Address Occupation Date of Desig- Directorship DIN No.
No. (Rnd. Appoint- nation in other
Off) ment Public
Companies
1 HARSH 59 14/15A, II- Business 12-01- Director 1) BAJAJ 00026726

VARDHAN Years PALAZZO 2006 ELECTRICAL
GOENKA , B.G. S LIMITED
KHER
MARG, 2) CEAT
MUMBAI LIMITED
– 400 006
3) R P G
ENTERPRISE
S LIMITED
4) RPG LIFE
SCIENCES
LIMITED
5) SPENCER
INTERNATIO
NAL HOTELS
LIMITED
Page 43 of 144
Off) ment Public
Companies
6) ZENSAR
TECHNOLOG
IES LIMITED
2 VIMAL 55 41, Service 01-01- Managi 1) F G P 00026981

KEJRIWAL Years LANDMA 2015 ng LIMITED
RK, 175, Director
CARTER & CEO 2) SPENCER
ROAD, (KMP) INTERNATIO
BANDRA NAL HOTELS
WEST, LIMITED
MUMBAI
400050
MH IN
3 RAMESH 70 1202, Consultant 26-12- Director 1) SUMMIT 00026581

CHANDAK Years SHRUSHT 2005 SECURITIES
I LIMITED
TOWERS,
OLD 2) PARAG
PRABHA MILK FOODS
DEVI LIMITED
ROAD,
PRABHA 3) GLOBAL
DEVI, PROCUREME
MUMBAI NT
400025 CONSULTAN
MH IN TS LIMITED
4 AJIT 79 502, Consultant 12-01- Director 1) ZENSAR 00057953

TEKCHAN Years SOLITAIR 2006 TECHNOLOG
D E, IES LIMITED
VASWANI HIRANAN
DANI 2) EMBIO
GARDENS LIMITED
, POWAI,
MUMBAI-
400 076
5 DILIP 67 PIRAMAL Business 12-01- Director 1) ALKYL 00032012

GOPIKISA Years HOUSE 2006 AMINES
N 61, CHEMICALS
PIRAMAL POCHKH LIMITED
ANWALA
ROAD, 2) DGP
WORLI CAPITAL
MUMBAI MANAGEME
400030 NT LIMITED
MH IN
3) DGP
SECURITIES
Page 44 of 144
Off) ment Public
Companies
LIMITED
4) IMC
CHAMBER
OF
COMMERCE
AND
INDUSTRY
5) KIDDY
PLAST
LIMITED
6) V I P
INDUSTRIES
LIMITED
6 GULU 73 D-131, Business 12-01- Director 1) GULITA 00026664

LALCHAN Years TAHNEE 2006 SECURITIES
D HEIGHTS, LIMITED
MIRCHAN PETIT
DANI HALL, 2) MIRC
NAPEANS ELECTRONIC
EA ROAD, S LIMITED
MUMBAI
400006 3) V I P
MH IN INDUSTRIES
LIMITED
7 NIRUPAM 66 APARTM Ex-Civil 31-10- Director 1) ITC 06954879

A RAO Years ENT D Servant 2014 LIMITED
SPRINGL
EAF 2)
APARTM COROMAND
ENTS NO. EL
6 INTERNATIO
BRUNTO NAL
N CROSS LIMITED
ROAD
BANGAL 3)
ORE NETWORK18
560025 KA MEDIA &
IN INVESTMEN
TS LIMITED
4) TV18
BROADCAST
LIMITED
8 SHARAD 78 161/A, Business 12-01- Director 1) NAVIN 00003640

MADHAV TWIN FLUORINE
Page 45 of 144
Off) ment Public
Companies
KULKARN Years TOWERS 2006 INTERNATIO

I V.S.ROAD NAL
, LIMITED
PRABHA
DEVI 2) BAYER
MUMBAI CROPSCIENC
400025 E LIMITED
MH IN
3)
HINDUSTAN
CONSTRUCT
ION
COMPANY
LIMITED
4) CAMLIN
FINE
SCIENCES
LIMITED
9 SUDHIR 70 501-502, Consultant 30-10- Director NIL 00060106

MOHAN Years LOUTUS- 2012
TREHAN LAL
KAMAL
BUILDIN
G NUTAN
LAXMI
CHS, 9TH
NORTH
SOUTH
ROAD
JVPD
SCHEME
VILLE
PARLE
WEST
MUMBAI
400056
MH IN
10 SHOBHASI 87 1161, Consultant 12-01- Director 1) URBAN 00001466

NGH Years ABDUL 2006 INFRASTRUC
RAJARAM COURT, TURE
SINGH FLAT NO. VENTURE
THAKUR 20, 7TH CAPITAL
FLOOR, LIMITED
SURYAV
ANSHI 2) HDFC
MARG, SECURITIES
OFF. LIMITED
CADEL
ROAD, 3) SHRENUJ
Page 46 of 144
Off) ment Public
Companies
DADAR AND
MUMBAI COMPANY
400028 LIMITED
MH IN
4)
RESPONSIVE
INDUSTRIES
LIMITED
5) KAMAT
HOTELS
(INDIA)
LIMITED
11 VINAYAK 57 E-2278 Business 30-04- Director 1) SRF 00008933

CHATTERJ Years PALAM 2014 LIMITED
EE VIHAR
GURGOA 2)
N 122017 INDRAPRAS
HR IN THA
MEDICAL
CORPORATI
ON LIMITED
3) APOLLO
HOSPITALS
ENTERPRISE
LIMITED
4) LAFARGE
INDIA
LIMITED
5)
FEEDBACK
ENERGY
DISTRIBUTI
ON
COMPANY
LIMITED
Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC
default list, if any. – NIL
Page 47 of 144
B. Details of change in Directors of the Issuer since last three years:
Sr. Name Designation DIN Date of Director of the Reason

No. Appointment Company since
/ Resignation (in case of
resignation)
1 Mr. Vinayak Director 00008933 30 April 2014 N.A. Appointed as
Chatterjee Additional Director
2 Mr. M. K. Director 00327684 Date of 6 May 2011 Resigned

Sharma Resignation:
31 March
2014
3 Mr. J. M. Director 00015254 Date of 12 January 2006 Mr. J. M. Kothary,

Kothary Cessation: 21 liable to retire by
August 2013 rotation at the Eighth
AGM held on 21
August 2013, did not
seek re-election and
hence, ceased to be a
Director of the
Company w.e.f. 21
August 2013
4 Mr. P. A. Director 00051227 Date of 31 January 2008 Mr. P. A. Makwana,

Makwana Cessation: 21 liable to retire by
August 2013 rotation at the Eighth
AGM held on 21
August 2013, did not
seek re-election and
hence, ceased to be a
Director of the
Company w.e.f 21
August 2013.
5 Mr. Vimal Managing 00026981 1 January N.A. Appointed as

Kejriwal Director & 2015 Additional Directors
CEO & WTD
6 Ms. Nirupama Director 06954879 28 October N.A. Appointed as

Rao 2015 Additional Director
C. Details of the current Key Managerial Personnel of the Issuer:
Sr. Name Age Address Occupation Date of Designation Directorship in

No. (Rnd. Appointment other Public
Off) Companies
1 Mr. Vimal 56 41, Service 01-01-2015 Managing 1) FGP LIMITED

Kejriwal Landmark, Director &
Carter Road, CEO
Bandra (W)
Mumbai 2) SPENCERS
400050 INTERNATIONAL
Page 48 of 144
Sr. Name Age Address Occupation Date of Designation Directorship in
No. (Rnd. Appointment other Public
Off) Companies
HOTELS LIMITED
2 Mr. Rajeev 51 G2704, Service 01-09-2014 Chief NIL

Aggarwal Oberoi Financial
Splendor Officer
Grande,
JVLR Road,
Andheri
(East),
Mumbai -
400060
3 Mr. Ch. V. 54 B-302, Service 30-09-2003 Vice ORGANISED

Jagannadha Seawoods President – INVESTMENTS
Rao Estate, Palm Legal & LIMITED
Beach Road, Company
Neerul, Secretary
Mumbai -
400706
D. Details of change in Key Managerial Personnel of the Issuer since last three years:
Sr. Name Designation Date of KMP of the Reason

No. Appointment Company since (in
/ Resignation case of
resignation)
1 Mr. Vardhan Dharkar Chief Resigned 01-06-2007 Resigned

Financial w.e.f. 30-06-
Officer 014
2 Mr. Rajeev Aggarwal Chief Appointed N.A. Appointed as CFO

Financial w.e.f 01-09-
Officer 2014
3 Mr. Vimal Kejriwal Managing Appointed N.A. Appointed as Whole-

Director & w.e.f. 01-01- time Director w.e.f.
CEO 2015 01-01-2015 and
Managing Director &
CEO w.e.f 01-04-
2015
4 Mr. Ramesh D. Chandak Managing Resigned 02-01-2006 Ceased to be
Director w.e.f. 01-04- Managing Director
2015
Page 49 of 144
VI. DETAILS REGARDING THE AUDITORS OF THE ISSUER:
A. Current Statutory Auditors of the Issuer (FY 2016-17)
Name Address Auditor Since
Tower 3, 31st Floor, Indiabulls Finance Centre,

Elphinstone Mill Compound, Senapati Bapat Marg,
Elphinstone (W), Mumbai – 400013
M/s Deloitte Haskins
15 June 2006
& Sells
Tel: +91-22-6185 5546
Fax: +91-22-6185 4101
B. Change in Statutory Auditors of the Issuer since last three years, i.e. FY 2013-14, FY 2014-15, FY 2015-16
and half year upto 30-09-2016.
NIL
VII. DETAILS OF OTHER BORROWINGS INCLUDING ANY OTHER ISSUE OF DEBT SECURITIES IN
THE PAST AS ON 30-03-2016 (Amount in crores)
A. Details of Secured Loan Facilities as on 30-09-2016 (Long Term):
Sr. Lender's Type of Amount Principal Interest Rate Repayment Security

No. Name Facility Sanctione Amount Date/
d (Rs. Outstandin Schedule
Cr.) g (Rs. Cr.)
1 EXIM bank Term 120 35.52 10.65% FY 16-17 : Cable Factory,

Loan Rs. 10.43 Vadodara
FY 17-18 :
Rs. 20.87
FY 18-19:
Rs. 4.22
2 Kotak bank Term 75 42.65 10.60% FY 16-17 : Immoveable

Loan Rs. 9.37 properties situated
at Plot No. B-190
FY 17-18 : admeasuring
Rs. 20.63 120000 sq. mtrs.
in Butibori
FY 18-19 : Industrial Area
Rs. 12.65
3 Bank of Term 50 36.25 11.20% FY 16-17 : First Charge on

India Loan Rs. 12.50 Jaipur Factory
FY 17-18 :
Rs. 15.00
Page 50 of 144
Cr.) g (Rs. Cr.)
FY 18-19 :
Rs. 15.00
4 ICICI Bank Acquisit- 490 438 5.12% FY 16-17 : Exclusive charge

ion Loan Rs. 24.00 on fixed deposits
EXIM Bank with a bank of two
FY 17-18 : subsidiaries in
Union Bank Rs. 53.00 USA and
UK exclusive charge
FY 18-19 : on assets and
Union Bank Rs. 60.78 investments in
Antwerp subsidiary
FY 19-20 : companies in USA
Rs. 70.40 Brazil and Mexico
FY 20-21 :
Rs. 86.35
FY 21-22 :
Rs. 95.89
FY 23-24 :
Rs. 47.58
5 Value Long- - 0.01 Fija : 15.25 Within 16-

Arrendador Term % 17 Equipment /
a Lease Vehicle of
Subsidiary at
6 Value Long- 0.13 0.04 Fija : 15.25 Monthly Mexico/Brazil
Arrendador Term % equal
a Lease instalments. Equipment /
Last date of Vehicle of
instalment is Subsidiary at
15-03-2018 Mexico / Brazil
7 BBVA Long- 27.98 17.51 5.0% Monthly

Bancomer, Term equal
SA Lease instalments.
Last date of
instalment is
20-08-2019
8 Banco Long- 3.33 1.79 Libor + 280 Monthly

Santander Term bps equal
Lease instalments.
Last date of
instalment is
31-03-2018
9 Banco Long- 2.00 1.51 Libor + 280 Monthly

Santander Term bps equal
instalments.
Page 51 of 144
Cr.) g (Rs. Cr.)
Lease Last date of

instalment is
31-03-2018
10 BDMG - Term 0.67 0.27 5.50% pa Monthly

Finame Loan equal
Demag instalments.
Last date of
instalment is
15-05-2021
11 BDMG - Term - 0.48 10.4 % pa Within 16-

Galpão Loan 17
12 BDMG - Term - 0.07 13.0% pa Within 16-

Galpão CG Loan 17
13 HSBC - Term - 0.05 3,50% pa Within 16-

Finame Loan 17
Compressor
14 HSBC - Term - 0.03 3,50% pa Within 16-

Finame Loan 17
Trator
15 HSBC - Term - 0.07 6% pa fixed Within 16-

Finame Loan 17
Prensa
16 SANT - Term 0.13 0.12 11% pa fixed Monthly

Finame Loan equal
Prensa instalments.
Last date of
instalment is
15-10-2017
17 Daycoval Term 0.35 0.55 0% Monthly

S.A Loan equal
instalments.
Last date of
instalment is
05-08-2019
18 HSBC Term 0.05 0.17 0% Monthly

Bank Brasil Loan equal
S/A instalments.
Last date of
instalment is
20-08-2018
19 Citibank Term 0.07 0.07 0% Within 16-
Page 52 of 144
Cr.) g (Rs. Cr.)
S.A Loan 17
20 Oric, Saudi Lease 17.19 2.15 10.63% to FY 16-17 : Equipment /

Arabia 14.84% Rs. 0.72 Vehicle of Joint
venture at Saudi
FY 17-18 : Arabia
Rs. 1.43
TOTAL 786.9 582.26
B. Details of Unsecured Loan Facilities as on 30-09-2016: (Long Term and Short Term):
Sr. Lender's Name Type of Amount Sanctioned (in Rs. Crore) Principal Repayment
No. Facility Amount Date
Outstanding Schedule
(in Rs. Cr.)
1 Banco Santander Term - 1.52 Within 16-17

S/A. KG 1,7 Loan
2 Banco Santander Term 3.08 9.08 Monthly equal

S/A. KG 5,7 Loan instalments.
Last date of
instalment is
22-02-2018
3 Banco Bradesco Term 2.87 11.70 Monthly equal

S/A. KG 6,3 Loan instalments.
Last date of
instalment is
01-02-2018
4 Banco Itaú S/A. Term 17.07 34.40 Monthly equal

KG Loan instalments.
Last date of
instalment is
01-02-2018
5 HSBC Bank Brasil Term 3.34 3.34 Within 16-17

S/A (1) - 4131 Loan
6 Banco Bradesco Term 6.69 6.69 Within 16-17

S.A (1)- 4131 Loan
7 Banco Bradesco Term 3.37 3.37 Within 16-17

S.A (2)- 4131 Loan
Page 53 of 144
Sr. Lender's Name Type of Amount Sanctioned (in Rs. Crore) Principal Repayment
No. Facility Amount Date
Outstanding Schedule
(in Rs. Cr.)
Total – Long term 70.01

(A)
1 HSBC Brasil Working 1.74 1.74 Renewed

Capital Annually
2 Banco Itau Working 2.10 2.10 Renewed

Capital Annually
3 Citibank Working 5.15 5.15 Renewed

Capital Annually
4 Banco Semear Working 2.57 2.57 Renewed

Capital Annually
5 Banco Safra Working 1.66 1.66 Renewed

Capital Annually
6 Banco Working 0.87 0.87 Renewed

Intermedium Capital Annually
7 Santander Working 0.37 0.37 Renewed

Capital Annually
Total – Short 14.46

Term (B)
TOTAL (A+B) 84.47
C. Details of Debentures as on 30-09-2016: (Long Term):
Debenture Tenor / Coupon Amount Date of Redemptio Credit Secured / Security

Series Period of Raised Allotment n on Date Rating Unsecured
maturity (in Rs.
Crore)
Series I 2Y 9M 11.65% 40.00 20-08-2014 14-06-2017 CARE Secured Exclusive and

25D A+ first charge by
way of mortgage
Series II 3Y 9M 11.65% 35.00 20-08-2014 15-06-2018 CARE Secured and
26D A+ hypothecation
over the fixed
assets of Mysore
property situated
at plot no. 270
and 280 in
Hebbal industrial
area situated in
survey 349, 350,
Page 54 of 144
Debenture Tenor / Coupon Amount Date of Redemptio Credit Secured / Security
Series Period of Raised Allotment n on Date Rating Unsecured
maturity (in Rs.
Crore)
356 and 357 of

Hebbal and
survey no. 105 of
Hootagalli
Villages, Kasba
Hobli, Mysore
Taluka, District
Mysore in the
state of
Karnataka
containing by
admeasurements
1,11,585 sq. mts.
or thereabouts
aggregating to 1
time of the issue
size to be
maintained
throughout.
Total 75.00
D. Details of Loan Facilities as on 30-09-2016 (Short Term):
Lender's Name Type of Amount Interest Rate Security

Facility O/s (in Rs.
Cr.)
Abu Dhabi Commercial Bank Cash Credit 0.26 10.70% First charge by
hypothecation of all the
State bank of India Cash Credit 0.26 11.10% present and future current
assets. First charge on flat
Central bank of India Cash Credit 0.03 11.20% situated at Juhu, Mumbai
and second charge created
ICICI Bank Cash Credit -6.50 11.35% on fixed assets at Jaipur
and Nagpur factories.
Bank of Baroda Cash Credit 0.03 11.60%
Dena bank Cash Credit 0.01 11.65%
Punjab National bank Cash Credit 0.12 11.70%
Bank of India Cash Credit 47.15 11.70%
Syndicate Bank Cash Credit 0.01 11.70%
IDBI Bank Ltd Cash Credit 0.03 11.75%
Axis Bank Cash Credit -2.20 12.00%
Page 55 of 144
State Bank of Bikaner & Jaipur Cash Credit 0.04 12.45%
Corporation bank Cash Credit 0.03 12.50%
State Bank of Hyderabad Cash Credit 0.02 13.00%
Yes Bank Ltd Cash Credit 0.00 13.50%
Allahabad Bank Cash Credit 47.64 13.70%
Standard Chartered Bank Cash Credit 4.55 13.00%
EXIM Bank Cash flow 140 3.26%

deficit
financing
State bank of India PCFC 13 1.91%
Abu Dhabi Commercial bank PCFC 13 2.02%
Axis Bank PCFC 17 1.80%
ICBC Bank PCFC 59 1.91%
Barclays Bank PSFC 38 1.60%
Barclays Bank PSFC 60 1.99%
HDFC Bank PO Funding 20 9.65%
Kotak Mahindra Bank PO Funding 72 9.75%
Kotak Mahindra Bank Receivable 41 9.85% Secured against book debts

Financing of the company
Deutsche Bank Receivable 58 10.75%

Financing
Deutsche Bank Receivable 187 3.40%

Financing
Bank Muscat, Saudi Arabia PPC 29.40 LIBOR + 300 Secured against project
Page 56 of 144
Discounting bps receivables
ADCB, Saudi Arabia PPC 50.66 LIBOR + 250 Secured against project
Discounting bps receivables
Bank of India Buyers Credit 53.31 2.5% First charge by

hypothecation of all the
Central Bank of India Buyers Credit 66.38 2.5% present and future current
assets. First charge on flat
ICICI Bank Buyers Credit 152.78 2.5% situated at Juhu, Mumbai
and second charge created
PNB Buyers Credit 3.26 2.5% on fixed assets at Jaipur
and Nagpur factories.
SBBJ Buyers Credit 45.53 2.5%
SBH Buyers Credit 0.08 2.5%
Syndicate Bank Buyers Credit 100.15 2.5%
ABC Buyers Credit 20.00 2.5%
Emirates Bank Overseas 39 3.28% Secured against overseas

Borrowing book debts of the company
UNB Overseas 66 2.13%

Borrowing
Bank Muscat, Saudi Arabia Overseas 47.43 SIBOR + 225

Borrowing bps
EXIM Bank Working 31.31 LIBOR + 350 Charge over moveable

Capital Loan bps assets of the subsidiary at
USA
Bancomext Working 4.19 20% Secured by fixed assets of

Capital Loan the subsidiaries at Mexico,
Brazil
ADCB, Saudi Arabia Term Loan 23.43 EIBOR + 250 Secured by project
bps receivables
Bank Muscat, Saudi Arabia Term Loan 15.15 SIBOR + 300 Secured by project
bps receivables
1,703.44
TOTAL
E. List of top 10 (ten) Debenture Holders of the Issuer as on 30-09-2016:
Sr. no. Name of Debenture Holders Rs. in crore
1 HDFC 75.00
Page 57 of 144
F. Amount of corporate guarantees provided 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 applicable)
Sr. Date of issuance Issued in favour Issued on behalf of Purpose of Amount

No. of Corporate of Corporate
guarantee Guarantee
1 21-03-2014 Banque Saudi Al Sharif Group and To secure credit SR 180,820,342
Fransi KEC Limited facilities
Company
2 17-09-2014 ICICI Bank UK, KEC Transmission To secure loan taken USD 80,300,000
Plc. LLC, USA and KEC for repayment of
US LLC, USA acquisition loan
3 24-03-2015 Deutsche Bank Al Sharif Group and Retention financing USD 10,000,000
AG, Singapore KEC Limited
Company
4 08-07-2015 EXIM Bank SAE Towers Limited To secure credit USD 5,000,000
facilities
Company
6 20-11-2015 EXIM Bank SAE Towers Limited To secure credit USD 7,700,000
facilities
Company
8 29-02-2016 Bank of Muscat, Al Sharif Group and To secure credit SR 245,430,000
Saudi Arabia KEC Limited facilities
Company
9 09-03-2016 ICICI Bank KEC Bikaner Sikar To secure credit INR
Limited Transmission Pvt. facilities 1,710,000,000
Limited.
10 10-03-2016 Steelforce NV, SAE Mexico Against supply of USD 3,000,000
Belgium raw material
11 16-06-2016 Abu Dhabi Al Sharif Group and To secure credit AED
Commercial KEC Limited facilities 258,500,000
Bank Company
12 29-09-2016 Deutsche Bank Al Sharif Group and To secure credit USD 10,000,000
AG KEC Limited facilities
Company
G. Details of Commercial Paper as on 30-09-2016:
Date of Issue Investor Maturity Value (in Crs.) Interest Rate Date of Maturity
12-08-16 HDFC 100 7.02% 11-11-2016
19-08-16 HDFC 150 7.22% 17-11-2016
Page 58 of 144
29-08-16 Religare Invesco 50 7.25% 01-11-2016
02-09-16 Shamrao Vithal Co- 25 7.25% 01-11-2016

op Bank Ltd
01-09-16 HDFC 100 6.95% 18-10-2016
01-09-16 HDFC 150 6.95% 18-10-2016
TOTAL 540
H. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible
Debentures/Preference Shares) as on 30-09-2016:
NIL
I. 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
years.
NIL
J. 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
VIII. DETAILS OF PROMOTERS OF THE ISSUER
Details of Promoter and Promoter Group Holding in the Issuer as on 30-09-2016:
S. No. Name of shareholders Total no. of No. of equity Total No. of % of shares
equity shares shares in shareholding Shares pledged with
demat form as % of total Pledged respect to
no. of equity shares owned
shares
1 Swallow Associates LLP 6,95,46,616 6,95,46,616 27.05 NIL NIL
2 Summit Securities Limited 2,76,02,945 2,76,02,945 10.74 NIL NIL
3 Instant Holdings Limited 1,78,55,651 1,78,55,651 6.95 NIL NIL
4 Harshvardhan Goenka 48,48,425 48,48,425 1.89 NIL NIL
5 Stel Holdings Limited 46,85,880 46,85,880 1.82 NIL NIL
6 Carnival Investments Limited 29,70,981 29,70,981 1.16 NIL NIL
Page 59 of 144
S. No. Name of shareholders Total no. of No. of equity Total No. of % of shares
equity shares shares in shareholding Shares pledged with
demat form as % of total Pledged respect to
no. of equity shares owned
shares
7 Stellar Energy Trust (Held by 28,05,216 28,05,216 1.09 NIL NIL

Harshvardhan Goenka as trustee
of Stellar Energy Trust)
8 Chattarpati Investments Limited 2,11,785 2,11,785 0.08 NIL NIL
9 Harsh Anant Goenka HUF (Held 1,69,500 1,69,500 0.07 NIL NIL
by Harshvardhan Goenka as
Karta of Harsh Anant Goenka
HUF)
10 Anant Goenka 40,000 40,000 0.02 NIL NIL
11 Atlantic Holdings Limited 25,000 25,000 0.01 NIL NIL
12 Mala Goenka 50 50 0.00 NIL NIL
13 Secura India Trust (Held By 1 1 0.00 NIL NIL

Harsh Vardhan Goenka as
Trustee of Secura India Trust)
14 Monitor Portfolio Trust (Held by 1 1 0.00 NIL NIL

Trustee of Monitor Portfolio
Trust)
15 Nucleus Life Trust (Held by 1 1 0.00 NIL NIL

Trustee of Nucleus Life Trust)
16 Crystal India Tech Trust (Held by 1 1 0.00 NIL NIL

Trustee of Crystal India Tech
Trust)
17 Sudarshan Electronics and TV 1 1 0.00 NIL NIL

Limited
Total 13,07,62,054 13,07,62,054 50.86 NIL NIL
IX. Abridged version of audited consolidated (wherever available) and standalone financial information (like
Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor
qualifications, if any.
Please refer to Annexure 10 for the abridged version of the Issuer’s audited consolidated and standalone financial
information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for the last three years, i.e. FY
2013-14, FY 2014-15, FY 2015-16.
Page 60 of 144
Auditor qualification: NIL
X. Abridged version of latest audited/limited review half yearly consolidated (wherever available) and
standalone financial information (like Profit & Loss statement, and Balance Sheet) and auditors’
qualifications, if any.
Copies of the Audited Financial Statements of the Issuer for Financial Year ended March 31, 2016 have been
attached herewith as Annexure 11.
Auditor qualification: NIL
XI. 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
XII. Trustee for the Debenture Holder(s).
The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for the Debenture
Holder(s). A copy of letter from IDBI Trusteeship Services Limited conveying their consent to act as Debenture
Trustee for the Debenture Holder(s) is enclosed in this Disclosure Document. The address and contact details of the
Debenture Trustee are as under:
IDBI Trusteeship Services Limited

Asian Building, Ground Floor
17, R. Kamani Marg, Ballard Estate
Mumbai 400 001
Contact person: Sameer Trikha
Tel: +91 22 4080 7000
Fax: +91 22 6631 1776
E-mail: [email protected]
XIII. Detailed rating rationale adopted by the rating agency.
ICRA has assigned a rating of “A+” (pronounced as single A plus) to these Debentures. Please refer to Annexure 5
for the rating letter issued by ICRA containing the detailed rating rationale.
The 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 each rating should be
evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the
future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information
etc.
XIV. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar
intent.
NIL.
XV. Copy of consent letter from the Debenture Trustee.
Please refer to Annexure 6 for the copy of the consent letter from the Debenture Trustee.
XVI. 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, being the designated stock exchange,
from whom the Issuer has obtained an in-principle approval for listing of the said Debentures.
Page 61 of 144
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai - 400001
XVII. Other Details:
A. DRR creation - relevant regulations and applicability
As per Section 71 of the 2013 Act, any company that intends to issue debentures must create a debenture
redemption reserve to which adequate amounts shall be credited out of the profits of the company until the
redemption of the debentures.
B. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc.).
The Debentures being offered pursuant to this Disclosure Document are subject to the provisions of the
Old Companies Act, the New Companies Act, the SEBI Debt Regulations, the Memorandum and Articles
of Association of the Issuer, the terms of this Disclosure Document, Application Form, and other terms
and conditions as may be incorporated in the Debenture Trust Deed.
C. Application process
Please see the section entitled ‘Issue Procedure’ on Page 71 of the Disclosure Document.
D. No-objection Certificate
The Company has obtained the necessary consents from its existing lenders for borrowing by way of the
issue of Debentures, attached as Annexure 8.
Page 62 of 144
SECTION A2 – ISSUE DETAILS
I. SUMMARY TERM SHEET:
Please see the section entitled ‘Summary Term Sheet’ on Page 17 of the Disclosure Document.
SECTION A3 – DISCLOSURES PERTAINING TO WILFUL DEFAULT
I. Name of the bank declaring the entity as a wilful defaulter - NIL
II. The year in which the entity is declared as a wilful defaulter - NIL
III. Outstanding amount when the entity is declared as a wilful defaulter - NIL
IV. Name of the entity declared as a wilful defaulter - NIL
V. Steps taken, if any, for the removal from the list of wilful defaulters - NIL
VI. Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions - NIL
VII. Any other disclosure as specified by the Board - NIL
Page 63 of 144
SECTION B1 – GENERAL INFORMATION
I. Name, address, website and other contact details of the Issuer indicating both registered office and corporate
office.
Please see the paragraph I (‘Names and Addresses’) of Section A1 of the Disclosure Document.
II. Date of incorporation of the Issuer.
18 March 2005.
III. Business carried on by the Issuer and its subsidiaries with the details of branches or units, if any.
Please see the paragraph II (‘Brief Summary of The Business/Activities of The Issuer and its Line of Business’)
of Section A1 of this Disclosure Document.
IV. Brief particulars of the management of the Issuer.
Please see the paragraph V (‘Details regarding the Management of the Issuer’) of Section A1 of the Disclosure
Document.
V. Names, addresses, DIN and occupations of the directors.
Please see the paragraph V (‘Details regarding the Management of the Issuer’) of Section A1 of the Disclosure
Document.
VI. Management’s perception of risk factors.
Please see the section entitled ‘Risk Factors’ of this Disclosure Document.
VII. Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of.
Amount
Sr. No. Type Duration of Default Present Status Details
Involved
1 Statutory Dues NIL NIL NIL NIL
Debentures and Interest

2 NIL NIL NIL NIL
thereon
Deposits and interest

3 NIL NIL NIL NIL
thereon
Loan from any bank or

4 any financial institution NIL NIL NIL NIL
and interest thereon
VIII. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if
any, for the private placement offer process.
Please see the paragraph I (‘Names and Addresses’) of Section A1 of the Disclosure Document.
Page 64 of 144
SECTION B2 – PARTICULARS OF THE OFFER
I. Date of passing of board resolution.
This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at
its meeting held on 28 October 2015 which has approved the placement of Debentures upto Rs. 500,00,00,00
(Rupees Five Hundred Crore Only) and the resolution passed by the Committee of Directors of the Issuer dated 27
October 2016 approving and authorising the Issue of Debentures of upto Rs 250,00,00,000 (Rupees Two Hundred
Fifty Crore Only) (collectively, the “Board Resolutions”). The Board Resolutions have been attached to this
Disclosure Document as Annexure 2 and Annexure 3, respectively.
II. Date of passing of resolution in the general meeting, authorizing the offer of securities.
The shareholders of the Company have vide a resolution dated 29 July 2016 approved the issuance of Debentures
within the overall borrowing limits of the company as approved by the members from time to time. A certified true
copy of the shareholders resolution has been attached as Annexure 4 to this Disclosure Document.
The present issue of Rs. 250,00,00,000 is within the general borrowing limits in terms of the resolution passed
under Section 180(1)(c) of the New Companies Act, at the general meeting of the shareholders of the Company
held on 29 July 2016 giving their consent to the borrowing by the Directors of the Company from time to time not
exceeding Rs. 20,000,00,00,000/- (Rupees Twenty Thousand Crore Only) over and above the aggregate of the
paid–up share capital of the company and its free reserves.
III. Kinds of securities offered (i.e. whether share or debenture) and class of security.
Debentures which are non-convertible redeemable and secured.
IV. Price at which the security is being offered including the premium, if any, along with justification of the
price.
Each secured, redeemable, non-convertible Debenture is being offered at a face value of Rs.10,00,000 (Rupees Ten
Lakhs) payable at par.
V. Name and address of the valuer who performed valuation of the security offered.
Vadodara Plant
S.N. Samdani & Associates
414, 4th Floor Goyal Trade Centre
Sona Talkies Building
Shantivan, Near National Park
Borivali East Mumbai
Mysore Plant
S.N. Samdani & Associates
414, 4th Floor Goyal Trade Centre
Sona Talkies Building
Shantivan, Near National Park
Borivali East Mumbai
VI. Amount which the company intends to raise by way of securities.
Rs. 250,00,00,000 (Rupees Two Hundred Fifty Crore only).
Page 65 of 144
VII. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment
and repayment.
Please see the section entitled ‘Summary Term Sheet’ on Page 17 of the Disclosure Document.
VIII. Proposed time schedule for which the offer letter is valid.
This Disclosure Document is valid till 28 October 2016.
IX. Purposes and objects of the offer.
The offer is for general corporate purpose including long term working capital/refinancing. The funds will not be
used for the purchase of land and/or investment in capital markets or any other activities not permitted by the RBI.
The Issuer undertakes that the proceeds of this Issue shall not be used for any purpose, which may be in
contravention of any Applicable Law; and pending full utilization of Issue proceeds, to invest the temporary surplus
of the Issue proceeds in money market instruments, mutual funds and deposits with banks.
X. Contribution being made by the promoters or directors either as part of the offer or separately in
furtherance of such objects.
NIL
XI. Principle terms of assets charged as security, if applicable.
(i) A first charge, by way of hypothecation, over the movable assets of the Issuer in relation to the plant located in
Vadodara and Mysore; and
(ii) A first ranking charge created by way of equitable/registered mortgage over the immovable properties of the
Issuer situated at its plant at Vadodara and Mysore.
Page 66 of 144
SECTION B3 – DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION, ETC.
I. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer
and the effect of such interest in so far as it is different from the interests of other persons.
NIL.
II. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government
or a statutory authority against any promoter of the Issuer during the last three years immediately preceding
the year of the circulation of the Disclosure Document and any direction issued by such Ministry or
Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.
NIL.
III. Detail of Remuneration of Directors and Key Managerial Personnel for last 3 years, i.e. FY 2013-14, FY
2014-15, FY 2015-16 and for the half year ending 30-09-2016 (in Rs. Lakh).
Name of Director Upto 30-09-2016 2013-14 2014-15 2015-16
Mr. Harsh Vardhan Goenka -- 184.55 54.86 219.87
Mr. Vimal Kejriwal 220.81 -- 55.13 348.36
Mr. A. T. Vaswani -- 4.00 4.00 5.00
Mr. D. G. Piramal -- 4.00 4.00 5.00
Mr. G. L. Mirchandani -- 4.00 4.00 5.00
Ms. Nirupama Rao -- -- 2.00 5.00
Mr. R. D. Chandak -- 288.78 340.50 85.44
Mr. S. M. Kulkarni -- 4.00 4.00 5.00
Mr. S. M. Trehan -- 4.00 4.00 5.00
Mr. S. S. Thakur -- 4.00 4.00 5.00
Mr. Vinayak Chatterjee -- -- 4.00 5.00
Name of Key Managerial Designation Upto 30-09-2016 2013-14 2014-15 2015-16

Personnel
Mr. Rajeev Aggarwal Chief Financial Officer 131.04 -- 98.47* 198.93
Mr. Ch. V. Jagannadha Rao Vice President – Legal 44.93 49.31 65.48 73.90
& Company Secretary
*- for part of the year
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IV. Related party transactions entered during the last three financial years immediately preceding the year of
circulation of Disclosure Document including with regard to loans made or, guarantees given or securities
provided.
Please refer to Annexure 12 for related party transactions entered during the last three financial years (FY 2013-14,
FY 2014-15, FY 2015-16) immediately preceding the year of circulation of Disclosure Document including with
regard to loans made or, guarantees given or securities provided.
V. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years (i.e.
FY 2011-12, FY 2012-13, FY 2013-14, FY 2014-15, FY 2015-16 and for the half year ending 30-09-2016)
immediately preceding the year of circulation of Disclosure Document and of their impact on the financial
statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the
Issuer for each of the said reservations or qualifications or adverse remark.
NIL.
VI. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any
previous company law in the last three years (i.e. FY 2013-14, FY 2014-15, FY 2015-16 and for the half year
ending 30-09-2016) immediately preceding the year of circulation of this Disclosure Document in the case of
the Issuer and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not), fines
imposed, compounding of offences in the last three years (i.e. FY 2013-14, FY 2014-15, FY 2015-16 and for
the half year ending 30-09-2016) immediately preceding the year of the Disclosure Document and if so,
section-wise details thereof for the Issuer and all of its subsidiaries.
NIL.
VII. Details of acts of material frauds committed against the Issuer in the last three years (i.e. FY 2013-14, FY
2014-15, FY 2015-16 and for the half year ending 30-09-2016), if any, and if so, the action taken by the Issuer.
NIL.
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SECTION B4 – FINANCIAL POSITION OF THE ISSUER
I. Capital structure of the Issuer.
A. The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate
nominal value)
Please see the paragraph III (‘Capital Structure of the Issuer’) of Section A1 of this Disclosure Document.
B. Size of the present offer
Rs. 250,00,00,000 (Rupees Two Hundred Fifty Crore only)
C. Paid up capital
25,70,88,370 (twenty-five crore seventy lakhs eighty-eight thousand three hundred and seventy) Equity Shares of
Rs. 2 each aggregating to Rs. 51,42,00,000 (Rupees Fifty-One Crore Forty-Two Lakhs)
1. After the offer: 25,70,88,370 (twenty-five crore seventy lakhs eighty-eight thousand three hundred and
seventy) Equity Shares of Rs. 2 each aggregating to Rs. 51,42,00,000 (Rupees Fifty-One Crore Forty-Two
Lakhs)
2. After conversion of convertible instruments (if applicable) – Same as above.
3. Share premium account (before and after the offer)
Before the offer: Rs. 86,75,00,000 (Rupees Eighty-Six Crore Seventy-Five Lakhs)
After the offer: Rs. 86,75,00,000 (Rupees Eighty-Six Crore Seventy-Five Lakhs)
D. The details of the existing share capital of the Issuer in a tabular form, indicating therein with regard to each
allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price
and the form of consideration
As on 30-09-2016
Sr. Date of No. of Total paid up Face value of Price Form of consideration
No. Allotment Shares capital (No. of Equity shares (Rs.)
Allotted shares) allotted (Rs.)
1 2005 50,000 50,000 10.00 10.00 Cash
2 2006 3,76,35,854 3,76,85,854 10.00 - Allotted pursuant to scheme

of arrangement
3 2008 1,16,58,002 4,93,43,856 10.00 - Allotment pursuant to

scheme of arrangement
4 2009 750 4,93,44,606 10.00 - Allotted against shares held

in abeyance in the above
scheme
5 2010 NIL 24,67,23,030 2.00 - Equity Shares sub divided

from Rs. 10 to Rs. 2
6 2010 1,03,65,340 25,70,88,370 2.00 - Allotted pursuant to the

scheme of amalgamation of
RPG Cables with the
Page 69 of 144
Sr. Date of No. of Total paid up Face value of Price Form of consideration
No. Allotment Shares capital (No. of Equity shares (Rs.)
Allotted shares) allotted (Rs.)
Company
II. Profits of the Issuer, before and after making provision for tax, for the three financial years immediately
preceding the date of circulation of offer letter.
Please refer to Annexure 10 for profits of the Issuer, before and after making provision for tax, for the three
financial years (i.e. FY 2013-14, FY 2014-15, FY 2015-16) immediately preceding the date of circulation of offer
letter.
III. Dividends declared by the Issuer in respect of the said three financial years; interest coverage ratio for last
three years (i.e. FY 2013-14, FY 2014-15, FY 2015-16) (Cash profit after tax plus interest paid/interest paid).
Financial
2015 – 16 2014 – 15 2013 – 14
Year
Re. 1.00 per equity share (Interim) Rs. 0.90 per equity share Rs. 0.60 per equity share
Dividend
Total: Rs. 30.89 crore Total: Rs. 27.85 crore Total: Rs. 18.05 crore
Interest
coverage 2.17 1.85 1.59
ratio
IV. A summary of the financial position of the Issuer as in the three audited balance sheets immediately
preceding the date of circulation of offer letter.
Please refer to Annexure 10 for a summary of the financial position of the Issuer as in the three audited balance
sheets (i.e. FY 2013-14, FY 2014-15, FY 2015-16) immediately preceding the date of circulation of this Disclosure
Document.
V. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer
letter.
Please refer to Annexure 10 for the audited Cash Flow Statement for the three years (i.e. FY 2013-14, FY 2014-15,
FY 2015-16) immediately preceding the date of circulation of this Disclosure Document.
VI. Any change in accounting policies during the last three years and their effect on the profits and the reserves
of the company.
NIL
VII. That the permission / consent / No-objection Certificate from the prior/existing creditors for a pari-passu
charge being created in favour of the Debenture Trustee to the proposed Issue has been obtained:
Please refer to the no-objection certificate obtained from existing lenders as provided in Annexure 8.
VIII. A statement containing particulars of the dates of, and parties to all material contracts, agreements:
There are no material agreements / documents of the Company which have been entered into out of the ordinary
course of business.
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ISSUE PROCEDURE
I. INFORMATION RELATING TO THE TERMS OF OFFER
The Issuer proposes to issue the Debentures on the terms set out in this Disclosure Document. The Debentures
being offered pursuant to this Disclosure Document are subject to the provisions of the New Companies Act and the
Old Companies Act (to the extent in force on the date of this Disclosure Document), the SEBI Debt Regulations,
the Memorandum and Articles of Association of the Issuer, the terms of this Disclosure Document, Application
Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed. This section applies to
all Applicants. Please note that all Applicants are required to make payment of the full application amount along
with the Application Form.
Neither the Company nor any of its promoters or directors is a wilful defaulter as on the date of filing of this
Disclosure Document and neither the Company nor any of its promoters or its directors has been categorized as
wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on
wilful defaulters issued by the RBI.
Borrowing Powers of the Board
The shareholders of the Issuer, through a resolution dated 29 July 2016, authorised the Board of Directors to borrow
monies subject to an absolute monetary limit of Rs. 20000,00,00,000 (Rupees Twenty Thousand Crore) at any
given point of time. Pursuant to a resolution of the shareholders of the Issuer dated 10 December 2015, the Issuer
has been authorised to issue debentures and other debt securities for a maximum amount of Rs. 500,00,00,000
(Rupees Five Hundred Crore).
Minimum Application
The application should be for a minimum of 10 Debentures (Rs. 1,00,00,000/-) and in multiples of 1 (one)
Debenture (Rs. 10,00,000/-) thereafter.
Market Lot
The market lot will be 1 (one) Debenture (“Market Lot”). Since the debentures are being issued only in
dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures.
Who Can Apply
Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer,
to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure
Document and its contents should not be construed to be a prospectus or a statement in lieu of a prospectus under the
New Companies Act, as amended or the rules made thereunder. The Issue of Debentures is a domestic issue and is
being made in India only.
This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have
been addressed directly through a communication by or on behalf of the Issuer and only such recipients are
eligible to apply for the Debentures. All investors are required to comply with the relevant regulations /
guidelines applicable to them for investing in this Issue.
The following categories of Investors together constitute “Eligible Investors”:

1. Scheduled Commercial Banks;
6. Mutual Funds;
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8. Corporates;
Any other investor(s) authorised to invest in these Debentures, subject to the compliance with the relevant
regulations/guidelines applicable to them for investing in this Issue. The investor should not be in the caution list /
negative list of investors, as released by SEBI from time to time.
For secondary trading in the market after listing, there are many eligible parties under law who can trade in these
Debentures.
Other than as stated above, applications cannot be made by person(s) or entity(ies) resident outside India.
Disclaimer: Investment by investors falling in the categories mentioned above are merely indicative and the
Company 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 Company is not, in any way, directly
or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Company
required to check or confirm the same. Applicants ought to seek independent legal and regulatory advice in
relation to the laws applicable to them.
Mode of Application
Only Eligible Investors as given hereunder may apply for the Debentures, by submitting the applications forms (the
“Application Form”) in the prescribed format. The Investors will be required to remit the funds as well as submit
the duly completed application form along with other necessary documents to the Issuer by the Deemed Date of
Allotment.
Potential Investors will be invited to subscribe by way of Application Form as provided by the Issuer during the
period between the Issue Opening Date and the Issue Closing Date (both days inclusive) mentioned in the
Disclosure Document.
Right to Close Issue
The Issuer reserves the right to close the Issue of Debentures at the earlier date on the Issue of that particular
Debentures being fully subscribed. The Issuer reserves the right to close the Issue of any series of the Debentures at
any time on the Issue Closing Date.
Instructions for Application
1. Application must be completed in BLOCK LETTERS in English. A blank must be left between two or more parts
of the name.
2. Signatures should be made in English.
3. The full amount of the face value of the Debentures has to be paid on application per Debenture applied for.
Applications for incorrect amounts are liable to be rejected.
4. Application Form(s) must be accompanied by either a demand draft or cheque, drawn or made payable in favour of
KEC International Limited or otherwise as may be set out in the application form and crossed Account Payee only,
payable at Mumbai. The payment can also be made by Real Time Gross Settlement (“RTGS”), the details of which
are given below. Payment shall be made from the bank account of the person subscribing. In case of joint holders,
monies payable shall be paid from the bank account of the person whose name appears first in the application.
5. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a
sub-member of the bankers clearing house located at Mumbai. Money orders or postal orders will not be accepted.
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6. No cash will be accepted.
7. 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 interest/
redemption warrants.
8. The Applicant should mention in the application form its PAN or the GIR number allotted to it under the Income
Tax Act, 1961 and also the relevant Income-tax circle/ward/District.
9. Application Forms should be duly completed in all respects and applications not completed in the said manner are
liable to be rejected.
10. An application once submitted cannot be withdrawn. All applications duly completed accompanied by transfer
instructions from the respective Investor’s account to the account of the Issuer. The applications should be
submitted during normal banking hours at the office mentioned below:
KEC International Limited
RPG House, 463,
Dr. Annie Besant Road,
Worli, Mumbai - 400 030
Telephone: 022 6169 1600
Fax: 022 6667 0287
11. Applicants residing or situated at places other than in Mumbai, may send their application along with cheques or
demand drafts to the centre mentioned above. The demand drafts must be payable at Mumbai only. The demand
draft charges will have to be borne by the Applicant.
12. The Applicant shall apply for the Debentures in electronic, i.e., dematerialised form only. Applicants should
mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the Application Form. In
case of any discrepancy in the information of Depository/Beneficiary Account, the Company shall be entitled to not
credit the beneficiary’s demat account pending resolution of the discrepancy.
The Issuer assumes no responsibility for any application / cheques / demand drafts lost in mail or in transit. The
Applicant is requested to contact the office of the Company as mentioned above for any clarifications.
Documents to be provided by Investors
The applications must be accompanied by certified true copies of the following documents, along with the
subscription form, as applicable:
1. Copy of the PAN card,
2. Memorandum and Articles of Association / documents governing constitution;
3. Government notification/ certificate of incorporation;
4. Letter of authorization / resolution authorizing investment along with operating instructions;
5. Power of Attorney (original and certified true copy);
6. Form 15AA granting exemption from TDS on interest;
7. Form 15H for claiming exemption from TDS on interest on application money, if any;
8. Order under Section 197 of the Income Tax Act, 1961;
9. Order under Section 10 of the Income Tax Act, 1961;
10. Specimen signatures of authorised signatories duly certified by an appropriate authority; and
11. SEBI registration certificate, if applicable.
The list of documents provided here is only indicative, and an investor is required to provide all those documents/
authorizations/ information, which are likely to be required by the company. The Company 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.
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Mode of Payment
Payment made by RTGS may be done by crediting the funds to the account given below:
Beneficiary Name KEC International Ltd Debentures 2016
Bank Name State Bank of India
Branch Address CAG Branch, 23, J N Heredia Marg, Neville House, Ballard Estate, Mumbai, India –
400 001
Account No. 36164613617
SWIFT No. SBININBB162
RTGS/IFSC Code SBIN0009995
Interest on Application Money
Interest on application money will be paid to investors at the same rate as the annualized yield on the debentures
from the date of realisation of subscription money up to 1 (one) day prior to the Deemed Date of Allotment. Such
interest shall be paid within 7 (seven) business days from the date of allotment.
Basis of Allotment
The Issuer shall decide the final allocation/allotment. In case there is over subscription in the issue, priority will be
given on the date of application. In case of any tie with respect to the date of application, allocation will be done on
a pro rata basis.
Right to Accept or Reject Applications
The applications shall be scrutinised and accepted as per the terms and conditions specified in this Disclosure
Document. The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject
any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated
along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of
realisation of the cheque(s)/ demand drafts(s) till 1 (one) day prior to the date of refund. The Application Forms that
are not complete in all respects are liable to be rejected and would not be paid any interest on the application money.
Application would be liable to be rejected on one or more technical grounds, including but not restricted to:
(a) Number of Debentures applied for is less than the minimum application size;
(b) Bank account details not given;
(c) Details for issue of Debentures in electronic/ dematerialised form not given;
(d) PAN/GIR and Income Tax circle/ward/district not given;
(e) In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant
documents not submitted;
Refunds
In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such
Debentures will be refunded, as may be permitted, in which case refund orders will be dispatched within 7 (seven)
days from the Deemed Date of Allotment of the Debentures. The unutilised portion of the application money will
be refunded to the applicant by electronic transfer to the bank account notified by the applicant. In case the cheque
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payable at par facility is not available, the Issuer’s reserves the right to adopt any other suitable mode of payment.
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 shall, upon
receiving instructions in relation to the same from the Issuer, repay the monies to the extent of such excess, if any.
Loss of Interest Cheques/Refund Cheques
Loss of interest cheques/refund cheques should be intimated to the Issuer along with request for duplicate issue.
The issue of duplicates in this regard shall be governed by Applicable Law and any other conditions as may be
prescribed by the Issuer.
Date of Subscription
Date of subscription shall be the date of realization of proceeds of subscription money in the bank account of the
Issuer.
Minimum Subscription
As the Issue of each series of the Debentures under this Disclosure Document will be made on private placement
basis, the requirement of minimum subscription shall not be applicable to the Issue of Debentures and therefore the
Issuer shall not be liable to refund the subscription(s)/ proceed(s) in respect of Issue of Debentures in the event of
the total Issue of Debentures collection falling short of the proposed Issue size or certain percentage of the proposed
Issue size.
Debentures to be in Dematerialised Form
The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories
Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock
exchange) and these conditions. No physical certificates of the Debentures will be issued.
Investors will hold the Debentures in dematerialised form as per the provisions of Depositories Act.
Rematerialisation of debentures, if any, shall be subject to all Applicable Laws.
If the Debentures issued are held in dematerialised form, then no action is required on the part of the Investors for
redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS to those Investors
whose names appear on the list of beneficiaries provided by the Depository to the Issuer. The names would be as
per the Depository’s records on the relevant record date fixed for the purpose of redemption. All such Debentures
will be simultaneously redeemed through appropriate debit corporate action.
Letter of Allotment and Debenture Certificate
The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository
Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 (two) Business Days
from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On
completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate.
The Issuer shall take necessary steps to credit the Debentures allotted to the Depository account of the Investor. All
provisions relating to issue, allotment, transfer, transmission etc. in respect of the Debentures as prescribed under
the Depositories Act will be applicable to the Debentures issued in dematerialized form.
The Issuer further agrees to pay interest as per the applicable provisions of the New Companies Act, if the allotment
letters/refund orders have not been dispatched to the applicants within 30 (thirty) days from the date of the closure
of the Issue.
The Issuer/Registrar will dispatch the cheque for interest / coupon payments to the beneficiaries based on the
information provided in the list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’
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name and account number, address, bank details and depositary participant’s identification number will be given by
the Depository to the Issuer and the Registrar. If permitted, the Issuer may transfer payments required to be made in
relation to any by electronic transfer of funds/ RTGS, to the bank account of the Debenture Holders for redemption
and interest/ coupon payments.
Deemed Date of Allotment
All benefits relating to the Debentures will be available to the Investors from the Deemed Date of Allotment. The
actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Issuer
reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion
without any notice. The Deemed Date of Allotment may be changed (advanced/ postponed) by the Issuer at its sole
and absolute discretion.
Depository Arrangements
The Issuer has appointed Link Intime India Private Limited as Registrar & Transfer Agent for the present Debenture
issue. The Issuer has made necessary depository arrangements with NSDL/CDSL for issue and holding of
Debentures in dematerialized form.
Trustee for the Debenture Holder(s)
The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for the Debenture Holder(s)
(hereinafter referred to as “Debenture Trustee”).
1. The Issuer and the Debenture Trustee will enter into a Debenture Trustee Agreement, inter alia, specifying
the rights, powers, authorities and obligations of the Issuer and the Debenture Trustee in respect of the
Debentures.
2. The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be
deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or
authorized officials to do inter alia all acts, deeds and things necessary in respect of or relating to the
security to be created for securing the Debentures being offered in terms of this Disclosure Document.
3. All the rights and remedies of the Debenture Holder(s) shall vest in and shall be exercised by the said
Debenture Trustee without having referring to the Debenture Holder(s).
4. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee,
having become so bound to proceed, fail to do so.
5. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall
discharge the Issuer pro tanto to the Debenture Holder(s).
6. The Debenture Trustee will protect the interest of the Debenture Holder(s) in the event of ‘Default’ by the
Issuer in regard to timely payment of interest and repayment of principal and they will take necessary
action at the cost of the Issuer.
7. The Debenture Trustee shall carry out its duties and shall perform its functions in accordance with all
Applicable Laws and regulations, including without limitation the SEBI Debt Regulations and the
Debenture Trustee Regulations as well as the Debenture Trust Deed and this Disclosure Document, with
due care, diligence and loyalty.
8. Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed entered
into between the Issuer and the Debenture Trustee and a notice in writing to the Debenture Holders shall
be provided for the same.
9. The Debenture Trustee shall duly intimate the Debenture Holders and the general public by issuing a press
release on occurrence of any of the following events:
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(a) Default by the Company to pay interest on the Debentures or redemption amount;
(b) Failure of the Company to create a charge on the assets for the secured Debentures; and
(c) Revision of credit rating assigned to the Debentures.
Such information shall also be placed on the websites of the Debenture Trustee, the Issuer and the Stock Exchange.
Underwriting of the Issue
The Issue of Debentures has not been underwritten.
Right to Re-Purchase and Re-Issue Debenture(s)
The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a
part or all of its Debentures from the secondary markets or otherwise, at any time prior to the maturity date, subject
to Applicable Law and in accordance with the prevailing guidelines/regulations issued by the RBI, SEBI and other
authorities. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any
circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to reissue the
Debentures either by reissuing the same Debentures or by issuing other debentures in their place. The Company and
any of its Affiliates may also at their absolute discretion, purchase Debentures in the secondary market, subject to
such entity being an eligible investor and in compliance with Applicable Laws.
The Company may also, at its discretion and as per the prevailing guidelines/regulations of RBI and other
authorities at any time purchase the Debentures at discount, at par or at premium in the open market. Such
Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and
conditions as the Company may deem fit and as permitted by law.
All costs incurred by the Debenture Holders (including but not limited to break costs relating to interest, currency
exchange and/or hedge agreements) pursuant to the repurchase by the Company before the Redemption Date as set
out above, will be borne by the Company and will be calculated (and the Debenture Holders will be reimbursed) on
the basis as if an acceleration event had occurred.
Debenture Redemption Reserve (DRR)
The Company shall maintain the debenture redemption reserve as per Section 71(4) of the New Companies Act
read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central
Government in this regard.
Undertaking by the Issuer
The Issuer undertakes that:
a) the complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and
satisfactorily;
b) all steps for completion of formalities for listing and commencement of trading at the concerned stock
exchange where securities are to be listed shall be taken within 15 (fifteen) days from the date of
allotment;
c) the funds required for dispatch of refund orders by registered post shall be made available to the Registrar
to the Issue by the Issuer; and
d) necessary co-operation to the credit rating agency for periodic review shall be extended in providing true
and adequate information till the debt obligations in respect of the Debentures are outstanding.
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Interest on Debentures
Interest shall accrue, at the Coupon Rate, on the outstanding value of the Debentures from the Deemed Date of
Allotment. Interest will be payable monthly in arrears on the interest payment date(s) in each year up to (and
excluding) the Redemption Dates. Interest on the Debentures shall accrue on a daily basis. The interest payment date
in respect of the Series 1 Debentures will be on 20 April 2020, Series 2 Debentures on 20 April 2021 and Series 3
Debentures on 20 December 2021.
The payment of interest on the Debentures shall be made by the Issuer to those persons whose names appear in the
Register of Debenture Holder(s) (or to first holder in case of joint-holders) as the Debenture Holder(s) as on the
Record Date.
All funds would be transferred through Real Time Gross Settlement (RTGS)
In case of Debentures for which the beneficial owner is not identified by the relevant depository as on the Record
Date, the Issuer would keep in abeyance the payment of interest and/or other benefits, till such time that the
beneficial owner is identified by the depository and conveyed to it, whereupon the interest or benefits shall be paid
to the relevant Debenture Holder(s) within a period of 30 (thirty) Business Days.
Interest for Broken Period
In the case of redemption of any of the Debentures on a day other than an Interest Payment Date, in compliance with
the Conditions, accrued interest on the Debentures for such broken period shall be paid on a pro-rata basis.
Redemption
The face value of the Debentures will be redeemed at par on the Redemption Dates relevant to each Series. The
Debenture will not carry any obligation, for interest or otherwise, after all amounts due as per the Debenture
Documents have been paid in full.
Put or Call Option
There are no put or call options available on the Debentures being offered in the Issue.
Payment on Redemption
Payment on redemption will be made by cheque(s)/warrants(s) or through RTGS system in the name of the
Debenture Holder whose name appears on the list of Beneficial Owners given by Depository to the Issuer as on the
Record Dates relevant to each Series.
The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the
list of Beneficial Owners as provided by the NSDL/CDSL/Depository Participant. Payment of the relevant
Redemption Amount for each Series will be done within 7 (seven) days from the Mandatory Prepayment Date to the
bank account notified by the Debenture Holders. Such payment will be a legal discharge of the liability of the Issuer
towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL/CDSL/Depository
Participant and accordingly the account of the Debenture Holder(s) with NSDL/CDSL/Depository Participant will
be adjusted.
In case of cheque issued towards redemption proceeds, the same will be dispatched by courier or hand delivery or
registered post at the address provided in the Application Form at the address as notified by Debenture Holder or at
the address with Depositories’ record. Once the cheque for redemption proceeds is dispatched to the Debenture
holder(s) at the addresses provided or available from the Depositories record, the Issuer’s liability to redeem the
Debentures on the date of redemption shall stand extinguished and the Issuer will not be liable to pay any
interest/premium, income or compensation of any kind from the date of redemption of the Debenture(s).
The Issuer’s liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall
cease and stand extinguished after all amounts due as per the Debenture Documents have been paid in full. Further
Page 78 of 144
the Issuer will not be liable to pay any interest or compensation after all amounts due as per the Debenture
Documents have been paid in full. Payments of any amount in relation to the Debentures, in the form of principal or
interest shall be deemed to be pro tanto payment and satisfaction to the Debenture Holders.
Currency of Payment
All obligations under the Debentures including yield, are payable in Indian Rupees only.
Transfers
The Debentures shall be transferred and/ or transmitted in accordance with the applicable provisions of the New
Companies Act and other Applicable Laws. The provisions relating to transfer, transmission and other related
matters in respect of shares of the Issuer contained in the Articles of Association and the New Companies Act shall
apply, mutatis mutandis (to the extent applicable to the Debentures), to the Debentures as well. The Debentures held
in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by
NSDL and CDSL and the relevant depositary participants of the transferor or transferee and any other Applicable
Laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed
prior to the Record Date. In the absence of the same, any payments will be paid to the person, whose name appears
in the Register of Debenture Holders maintained by the Depository under all circumstances. In cases where the
transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be
settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in
dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give
delivery instructions containing details of the buyer’s Depository Participant’s account to his Depositary Participant.
Investors may note that subject to Applicable Law, the Debentures of the Issuer would be issued and traded in
dematerialised form only. The Issuer undertakes that there will be a common form of transfer available for the
Debentures held under a Consolidated Debenture Certificate.
The Debentures shall be freely transferable, provided however, the Debentures shall not be transferable to any
investor which is not an Eligible Investor. If any Debenture Holder transfers the Debentures to an investor who is not
an Eligible Investor, the Debenture Holder must indemnify the Issuer for the entire amount that remains outstanding
under the Debentures.
Right of the Issuer to Purchase and Re-sell Debentures
The Issuer may, subject to Applicable Laws, at any time and from time to time, purchase Debentures issued under
this Disclosure Document at discount, at par or premium in the open market. Such Debentures shall, at the option of
the Issuer, be cancelled, held or resold at such a price and on such terms and conditions as the Issuer may deem fit
and as permitted by Applicable Laws.
Title
In case of debentures held in the dematerialized form, the person for the time being appearing in the register of
Beneficial Owners maintained by the Depository shall be treated for all purposes by the Issuer, the Debenture
Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner
for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it and
no person will be liable for so treating the Debenture Holder.
Sharing of Information
The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other
information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other
banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or
its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid information.
Page 79 of 144
Register of Debentures holder(s)
A register of all Debenture Holder(s) containing necessary particulars will be maintained by the Company at its
Registered Office. A copy of the register of all Debenture Holder(s) will also be maintained by the Company at its
Corporate Office.
Notices
All notices to the Debenture Holders required to be given by the Issuer or the Debenture Trustee shall have been
given if sent either by registered post, by facsimile or by email to the original/ first allottees of the Debentures, or as
may be prescribed by Applicable Law.
All notice(s) to be given by the Debentures shall be sent by registered post or by hand delivery to the Issuer or to
such persons at such address as may be notified by the Issuer from time to time through suitable communication.
Notice(s) shall be deemed to be effective (in the case of registered post) 3 (three) business days after posting, (in the
case of facsimile/email) 24 (twenty four) hours after dispatch or (in the case of personal delivery) at the time of
delivery.
Succession
In the event of demise, insolvency or winding-up of the holder of the Debentures, or the first holder in the case of
joint holders, the Issuer will recognize the executor or administrator of the concerned Debenture Holders, other legal
representative as having title to the Debentures. The Issuer shall not be bound to recognize such executor or
administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of
administration or such holder is the holder of succession certificate or other legal representation, as the case may be,
from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks
fit, dispense with production of probate or letter of administration or succession certificate or other legal
representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the
deceased Debenture Holder on production of sufficient documentary proof or indemnity. In case a person other than
individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein,
including the liquidator or such any person appointed as per the Applicable Law.
Payment of outstanding amounts on the Debentures
The Issuer will comply with the terms of the Debt Listing Agreement including but not limited to ensuring that
services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT
(National Electronic Funds Transfer) are used for payment of all outstanding amounts on the Debentures, including
the principal and interest accrued thereon, as per the applicable norms of the RBI.
Debenture Holder not a Shareholder
The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders other than
those available to them under the New Companies Act. The Debentures shall not confer upon the holders the right to
receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
Modifications of Rights
The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with
the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount
of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture
Holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of
hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on
such poll, provided that nothing in such consent or resolution shall be operative against the Issuer where such
consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not accepted in
writing by the Issuer.
Page 80 of 144
Provisions for Meeting of Debenture Holders
The terms set out in the relevant provisions of the Debenture Trustee Agreement shall apply to the meetings of the
Debenture Holders.
Sharing of Information
The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange, share or part with
any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and
affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and
neither the Issuer or its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid
information.
Conflict
In case of any repugnancy, inconsistency or where there is a conflict between the conditions as are stipulated in this
Disclosure Document and the Debenture Trust Deed to be executed by the Company, the provisions as contained in
the Debenture Trust Deed shall prevail and override the provisions of this Disclosure Document.
Compliance with laws
The Issue of Debentures is being made in compliance with Section 42 of the New Companies Act, Rule 14 of the
Companies (Prospectus and Allotment of Securities) Rules, 2014, the SEBI Debt Regulations, and other Applicable
Laws in this regard.
Governing Law and Jurisdiction
The Debentures are governed by and will be construed in accordance with Indian law. The Issuer, the Debentures
and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI.
The Debenture Holders, by purchasing the Debentures, agree that the Hon’ble Mumbai High Court shall have
exclusive jurisdiction with respect to matters relating to the Debentures.
II. DISCOUNT ON THE OFFER PRICE
The Debentures are being issued at the Face Value and not at discount. Hence, the Investor shall pay 100% (one
hundred percent) of the Issue Price on subscription.
III. DEBT EQUITY RATIO PRIOR TO AND AFTER THE ISSUE OF THE DEBT SECURITY
Debt Equity ratio
Prior to the current Issue 1.66
Post the current Issue 1.70
IV. PERMISSION AND CONSENT FROM THE CREDITORS FOR A SECOND/PARI-PASSU CHARGE
Wherever required, the Issuer has obtained permission from the existing lead lenders for raising monies under the
present Issue. The Issuer can create or cede second charge on the properties provided for security against the
Debentures being issued under this Disclosure Document.
V. NAME OF DEBENTURE TRUSTEE AND CONSENT THEREOF
The Issuer has appointed IDBI Trusteeship Services Limited to act as Debenture Trustee for and on behalf of the
Debenture Holders. The address and contact details of the Debenture Trustee are as under:
Page 81 of 144
IDBI Trusteeship Services Limited
Asian Building, Ground Floor
17, R. Kamani Marg, Ballard Estate
Mumbai 400 001
Contact person: Sameer Trikha
Tel: +91 22 4080 7000
Fax: +91 22 6631 1776
E-mail: [email protected]
IDBI Trusteeship Services Limited has given its written consent for its appointment as Debenture Trustee to the
Issue under Regulation 4 (4) and inclusion of its name in the form and context in which it appears in this Disclosure
Document and in all the subsequent periodical communications sent to the Debenture Holders.
A copy of the letter from Debenture Trustee conveying their consent to act as Debenture Trustee for the Debenture
Holders is enclosed in Annexure 6.
Page 82 of 144
UNDERTAKINGS BY THE ISSUER
The Issuer undertakes that:
a) it shall provide the latest Audited or Limited Review Financials in line with the timelines as mentioned in the
Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated 11 May
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 Debenture Trustee and the Debenture 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) Business
Days of their specific request; and
b) wherever required, the Issuer has obtained permission from the existing lead lenders for raising monies under the
present Issue. The Issuer can create or cede second charge on the properties provided for security against the
Debentures being issued under this Disclosure Document.
Page 83 of 144

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Information Memorandum

Private & Confidential – For Private Circulation Only

KEC INTERNATIONAL LIMITED

ICICI Bank Limited State Bank of India

IDBI Trusteeship Services Limited Link Intime India Private Limited

Each person receiving this Disclosure Document acknowledges that:

DISCLAIMER OF THE SOLE ARRANGER

DISCLAIMER OF THE SEBI

INDUSTRY AND MARKET DATA

Issuer Related Terms

Issue Related Terms

Eligible Investors 1. Scheduled Commercial Banks;

Any other investor(s) authorised to invest in these Debentures, subject to the

Abbreviation Full Form

FORWARD LOOKING STATEMENTS

INTERNAL RISK FACTORS

Commodity Price Risk and Exchange Risk

RISKS RELATING TO THE ISSUE

The Debentures may not be a suitable investment for all purchasers.

Modification, waivers and substitution.

Repayment of principal is subject to the credit risk of the Company.

Rating Downgrade Risk.

The Debentures are subject to stamp duty requirements.

Tax Considerations and Legal Considerations.

Security Name KEC International 0% Senior Secured NCDs 2016

Issuer KEC International Limited

Promoter Group Harsh Goenka Group

Sole Arranger ICICI Bank Limited

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

Nature of Instrument Secured

Mode of Issue On private placement basis to Eligible Investors.

Eligible Investors Shall mean and include:

Rating of the A+ by ICRA.

Option to retain N.A.

Coupon rate Zero coupon.

Coupon payment At Maturity.

Coupon payment Bullet

Coupon type Fixed

Coupon reset process N.A.

Day count convention Actual/Actual

Amount Rs. 150 Crore Rs. 50 Crore Rs. 50 Crore

Tenor / Redemption 20 April 2020 20 April 2021 20 December 2021

Redemption Premium N.A. (payable at par)

Issue Price To be issued at par.

Discount at which N.A.

Put Date N.A.

Put Price N.A.

Call Date N.A.

Call Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture.

28 October 2016 28 October 2016 28 October 2016 28 October 2016

Issuance mode of the Demat only.

Trading mode of the Demat only.

Depository NSDL/ CDSL

Security (where The Debentures shall be secured by:

The Security shall be valued annually by the approved valuer.