13.75 SouthIndianBankPerpetual PDF

Serial No.
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Private & Confidential – For Private Circulation Only
(This Disclosure Document is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: 20th January 2020
THE SOUTH INDIAN BANK LIMITED

Head Office: SIB House, T.B. Road, Mission Quarters, Thrissur 680 001, Kerala, India.
CIN: L65191KL1929PLC001017 | Tel: +91 487 2420020, 2420058, 2420113; Fax: +91 487 2442021
E-mail: [email protected] | Website: www.southindianbank.com
Our Bank is a private sector banking company incorporated under the Indian Companies Act, 1913 and included in the second schedule of the Reserve
Bank of India Act, 1934, (“RBI Act”), pursuant to Section 42(6)(a) of the RBI Act with effect from January 6, 1958.
PRIVATE & CONFIDENTIAL – FOR PRIVATE CIRCULATION ONLY
THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE
DOCUMENT DATED 20th JANUARY 2020 IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06,
2008 AS AMENDED AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT)
REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AS AMENDED FROM TIME TO
TIME AND COMPANIES ACT, 2013, AS AMENDED READ WITH COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES,
2014.
DISCLOSURE DOCUMENT
DISCLOSURE DOCUMENT FOR THE PRIVATE PLACEMENT OF RATED, UNSECURED, NON-CONVERTIBLE, PERPETUAL, BASEL III
COMPLIANT TIER 1 BONDS, FOR INCLUSION IN TIER 1 CAPITAL OF THE SOUTH INDIAN BANK LIMITED IN THE NATURE OF
DEBENTURES OF THE FACE VALUE OF RS. 1,00,000 (RUPEES ONE LAKH) EACH (“DEBENTURES” / “NCDs” / “BONDS”) AT PAR
AGGREGATING TO RS. 500 CRORES (RUPEES FIVE HUNDRED CRORES ONLY) INCLUDING AN OPTION TO RETAIN OVERSUBSCRIPTION
OF UP TO RS. 200 CRORES (RUPEES TWO HUNDRED CRORES ONLY) (THE “ISSUE”) BY THE SOUTH INDIAN BANK LIMITED (“ISSUER” /
“BANK”) AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) CIRCULAR NO. SEBI/HO/DDHS/CIR/P/2018/122 DATED
AUGUST 16, 2018 AND ANY AMENDMENTS THERETO (“SEBI EBP CIRCULAR”) READ WITH THE “UPDATED OPERATIONAL GUIDELINES
FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH AN ELECTRONIC BOOK MECHANISM” ISSUED BY BSE VIDE
THEIR NOTICE NO. 20180928-24 DATED SEPTEMBER 28, 2018 AND ANY AMENDMENTS THERETO (“BSE EBP GUIDELINES”, TOGETHER
WITH THE SEBI EBP CIRCULAR REFERRED TO AS THE “OPERATIONAL GUIDELINES”). THE COMPANY INTENDS TO USE THE BSE
BOND-EBP PLATFORM FOR THIS ISSUE AND AN OFFER WILL BE MADE BY ISSUE OF THE PRIVATE PLACEMENT OFFER CUM
APPLICATION LETTER (“PPOAL”) AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE / BID CLOSING DATE, TO SUCCESSFUL
BIDDERS IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AS AMENDED, TO THE EXTENT IT REPEALS THE
1956 ACT (THE “2013 ACT” or THE “COMPANIES ACT”) AND RULES ISSUED THEREUNDER.
GENERAL RISK
Investments in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instrument, unless they can afford
to take risks attached to such investments. For taking an investment decision, investors must rely on their own examination of the Bank and the Issue including
the risks involved. The Debentures have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee
the accuracy or adequacy of this Disclosure Document. The Bond is different from fixed deposit particularly that it is not covered by deposit insurance. In
addition, the loss absorbency features of the instrument have been enumerated in the Term Sheet below in this Disclosure Document
BANK’S ABSOLUTE LIABILITY

The Bank, having made all reasonable inquiries, accepts responsibility for and confirms that this disclosure document contains all information with regard to
the Bank and the Issue, which is material in the context of the Issue, that the information contained in the Disclosure Document is true and correct in all
material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other
facts, the omission of which would make this document as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect.
CREDIT RATING
The Debentures have been rated as “IND A” with negative outlook by India Ratings & Research Private Limited (“India Ratings”) vide its letter dated December 11, 2019 and
re-validated vide letter dated January 14, 2020. 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
I & II for the above ratings.
LISTING
The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE Limited (“BSE”).
PAY-IN DATE AND DEEMED DATE OF
ISSUE OPENS ON ISSUE CLOSES ON
ALLOTMENT
22.01.2020 22.01.2020 24.01.2020
DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE SOLE ARRANGER TO THE ISSUE
BTS CONSULTANCY SERVICES PVT.

LTD.
Registered Office
IDBI TRUSTEESHIP SERVICES LIMITED M S Complex, 1st Floor,Plot No.8,
Registered Office SastriNagar,Near RTO / 200 Feet
Asian Building, Ground, 17, R Kamani Marg, Road,Kolathur, Chennai–600099
Ballard EstateMumbai – 400 001 Tel: 044 2556 5121
Tel: (022) 6631 1771-3 Fax: 044 2556 5131
Fax: 91-22-66311776 E-mail: [email protected] Trust Investment Advisors Pvt.Ltd.
E-mail: [email protected] 1101, Naman, Centre, BKC Mumbai 51
+91-22 4084 5000
www.trust group.in
The Bank reserves the right to prepone the Issue earlier from the aforesaid date or postpone the Issue, or change the Issue schedule including the Date of Allotment,
at its sole and absolute discretion without giving any reasons to prior notice. In the event of any change in the above issue programme, the Bank will intimate the
investors about the revised issue programme. The Issue will be open for subscription at the commencement of banking hours and close at the close of banking
hours in accordance with the Issue Schedule.
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TABLE OF CONTENTS
1. DISCLAIMERS ..................................................................................................................................... 5
2. FORWARD LOOKING STATEMENTS ............................................................................................ 11
3. DEFINITIONS AND ABBREVIATIONS ........................................................................................... 11
4. RISK FACTORS .................................................................................................................................. 15
5. REGULATORY DISCLOSURE ......................................................................................................... 33
5.1. Documents Submitted to the Exchanges.......................................................................................... 33
5.2. Documents Submitted to Trustee .................................................................................................... 33
5.3. Bank Information ............................................................................................................................ 34
5.4. A brief summary of the business/ activities of the Bank and its line of business containing at-least
following information:- ................................................................................................................................ 36
5.4.1. Overview ...................................................................................................................................... 36
Please refer to section titled “Following details regarding the directors of the Issuer” .............................. 40
5.4.3. Corporate Structure .................................................................................................................... 40
5.4.4. Key Operational and Financial Parameters for the last 3 audited years (Without restatements)
40
5.4.5. Profits of the Bank, before and after making provision for tax, for the three financial years
immediately preceding the date of circulation of Disclosure Document ..................................................... 41
5.4.6. Dividends declared by the Bank in respect of the said three financial years; interest coverage
ratio for last three years (Cash profit after tax plus interest paid/interest paid): ....................................... 42
5.4.7. Gross Debt: Equity Ratio of the Issuer as on December 31 2019 ................................................ 42
5.4.8. Audited cash flow statement for the three years immediately preceding the Issue: ................... 42
Please refer to Annexure V .......................................................................................................................... 42
5.4.9. Any change in accounting policies during the last three years and their effect on the profits and
the reserves of the company. ........................................................................................................................ 42
5.4.10. Project Cost and means of financing, in case of funding of new projects ................................... 42
5.5. A brief history of the Issuer since its incorporation giving details of its activities .......................... 42
5.5.1. Details of Share Capital as on December 31 2019 ....................................................................... 45
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5.5.2. Changes in its capital structure as on 31 December 2019, for the last five years: ...................... 46
5.5.3. Equity Share Capital History of the Issuer as on last quarter end i.e. December 31 2019, for the
last five years ................................................................................................................................................ 47
5.5.4. Details of any Acquisition or Amalgamation in the last one year ............................................... 50
5.5.5. Details of any Reorganization or Reconstruction in the last one year ........................................ 50
5.5.6. Details of the shareholding of the Company as on December 31 2019 ........................................ 50
5.5.7. Following details regarding the directors of the Issuer: ............................................................. 53
5.5.8. Details of change in directors since last three years .................................................................... 56
5.5.9. Disclosures with regard to interest of directors, litigation etc .................................................... 58
5.5.10. Following details regarding the auditor of the Issuer:- ............................................................... 60
5.5.11. Details of borrowings of the Company, as on December 31 2019 ............................................... 61
5.5.12. Details of Promoters of the Issuer ............................................................................................... 65
5.5.13. Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) for last three years and
auditor qualifications: .................................................................................................................................. 65
5.5.14. Abridged version of Latest audited / Limited Review half yearly consolidated (wherever
applicable) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and
auditor’s qualifications, if any. ..................................................................................................................... 65
5.5.15. Any material event/ development or change having implications on the financials/credit quality
(e.g. any material regulatory proceedings against the Bank/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. ................................................. 65
5.5.16. Details of significant and material orders passed by the regulators, courts and tribunals
impacting the going concern status of the company and its future operations ........................................... 65
NIL................................................................................................................................................................ 65
5.5.17. Details of default, if any, including therein the amount involved, duration of default and
present status, in repayment of .................................................................................................................... 65
5.5.18. Details of any default in annual filing of the Bank under Companies Act, 2013 or the rules
made thereunder. ......................................................................................................................................... 66
5.5.19. Names of the Debentures Trustees and Consents thereof ........................................................... 66
5.5.21. If the security is backed by a guarantee or letter of comfort or any other document /letter with
similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed
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payment structure (procedure of invocation of guarantee and receipt of payment by the investor along
with timelines) .............................................................................................................................................. 66
5.5.22. Name and address of the valuer who performed the valuation of the security offered .............. 66
5.5.23. Names of all the Recognized Stock Exchanges where Securities are proposed to be Listed
clearly indicating the Designated Stock Exchange ....................................................................................... 66
5.5.24. Other Details pertaining to the Issue ........................................................................................... 66
6. ISSUE DETAILS ................................................................................................................................. 67
PARTICULARS OF THE OFFER: ............................................................................................................. 67
7. FINANCIAL POSITION OF THE COMPANY ................................................................................. 68
8. ISSUE DETAILS ................................................................................................................................. 70
8.1. Summary term sheet: ....................................................................................................................... 70
8.2. ISSUE PROCEDURE ...................................................................................................................... 83
Procedure and Time Schedule for Allotment/Refund.................................................................................. 87
Over-subscription and Basis of Allotment ...................................................................................................... 87
Payment on Redemption: Not Applicable .................................................................................................... 89
Sharing of Information ................................................................................................................................. 90
8.3. Illustrative Cash Flows: ................................................................................................................... 91
9.0 DISCLOSURES RELATING TO WILFUL DEFAULT ................................................................ 93
DECLARATION .......................................................................................................................................... 94
ANNEXURES ............................................................................................................................................... 95
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1. DISCLAIMERS
1.1 General Disclaimer
This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and has been
prepared in accordance with extant applicable provisions of Companies Act, 2013 read with Companies
(Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008, as amended from time to time. The Bonds that are to be
listed on the WDM segment of the BSE on a private placement basis do 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 is for the exclusive use of the addressee and should not be circulated or distributed
to third party (ies). Apart from this Disclosure Document, no offer document or prospectus has been
prepared in connection with this Issue or in relation to the Issuer. Accordingly, this Disclosure Document
has neither been delivered for registration nor is it intended to be registered.
The Bonds are not meant to be issued to retail investors and the Disclosure Document shall not be
circulated to anyone other than the Identified Investors. The Issuer can at its sole and absolute discretion
change the terms of the offer. The Issuer reserves the right to close, recall, extend or modify the terms of
the Issue at its absolute discretion at any time prior to allotment.
This Disclosure Document is not intended to form the basis of evaluation for the prospective subscribers
to whom it is addressed and who are willing and eligible to subscribe to the Bonds issued by the Issuer.
This Disclosure Document has been prepared to give general information regarding parties proposing to
invest in this issue of Bonds and it does not purport to contain all the information that any such party may
require. The Issuer believes that the information contained in this Disclosure Document is true and correct
as of the date hereof.
The Issuer does not undertake to update this Disclosure Document to reflect subsequent events and thus
prospective subscribers must confirm about the accuracy and relevancy of any information contained
herein with the Issuer. However, the Issuer reserves its right for providing the information at its absolute
discretion. The Issuer accepts no responsibility for statements made in any advertisement or any other
material and anyone placing reliance on any other source of information would be doing so at his own
risk and responsibility.
Eligible Participants must make their own independent evaluation and judgment before making the
investment and are believed to be experienced in investing in debt markets and are able to bear the
economic risk of investing in the Bonds. It is the responsibility of the prospective subscriber to have
obtained all consents, approvals or authorizations required by them to make an offer to subscribe for and
purchase the Bonds. It is the responsibility of the prospective subscriber to verify if they have necessary
power and competence to apply for the Bonds under the relevant laws and regulations in force. Eligible
Participants should conduct their own investigation, due diligence and analysis before bidding for the
Bonds. Nothing in this Disclosure Document should be construed as advice or recommendation by the
Bank or by the Arranger to the Issue to subscribers to the Bonds. The Eligible Participants bidding on the
BSE-EBP should also acknowledge that the Arranger to the Issue does not owe the Eligible Participants
any duty of care in respect of this bidding for the Bonds. Eligible Participants should also consult their
own advisors on the implications of application, allotment, sale, holding and ownership of these Bonds
and matters incidental thereto. This Disclosure Document is not intended for distribution. It is meant for
the consideration of the person to whom it is addressed and should not be reproduced by the recipient and
the contents of this Disclosure Document shall be kept utmost confidential. The Debentures mentioned
herein are being issued on private placement basis and this offer does not constitute a public offer/
invitation.
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Eligible Participants agree that the Bonds are different from fixed deposit instruments particularly
that it is not covered by deposit insurance. In addition, any investment by an Eligible Investor
would be after they have read and understood the terms including the loss absorbency features of
the Bonds which have been explained in the Term Sheet herein.
The Bank reserves the right to withdraw the private placement of the bond issue prior to the Issue closing
date(s) in the event of any unforeseen development adversely affecting the economic and regulatory
environment or any other force majeure condition including any change in applicable law. In such an
event, the Bank will refund the application money, if any, along with interest payable on such application
money, if any.
This Disclosure Document does not purport to contain all the information that any Eligible Participant
may require. Neither this Disclosure Document nor any other information supplied in connection with
the Bonds 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 Bonds. Each
Identified Investor contemplating the purchase of any Bonds should make its own independent
investigation of the financial condition and affairs of the Company, and its own appraisal of the
creditworthiness of the Issuer. Eligible Participants should consult their own financial, legal, tax and other
professional advisors as to the risks and investment considerations arising from an investment in the
Bonds and should possess the appropriate resources to analyse such investment and the suitability of such
investment to such Identified Investor's particular circumstances. it is the responsibility of Identified
Investors to also ensure that they will sell these Bonds in strict accordance with the terms and conditions
of this Disclosure Document and other Applicable Laws, so that the sale does not constitute an offer to
the public within the meaning of the Companies Act, 2013. None of the intermediaries or their agents or
advisors associated with this Issue undertake to review the financial condition or affairs of the Company
or the factors affecting the Bonds during the life of the arrangements contemplated by this offer document
or have any responsibility to advise the identified investor in the debentures of any information available
with or subsequently coming to the attention of the intermediaries, agents or advisors.
No person has been authorized to give any information or to make any representation not contained in
this Disclosure Document or in any material made available by the Issuer to any Identified Investor
pursuant hereto and, if given or made, such information or representation must not be relied upon as
having been authorized by the Company. The intermediaries and their agents or advisors associated with
this Disclosure Document have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by
any such intermediary, agent or advisor as to the accuracy or completeness of the information contained
in this Disclosure Document or any other information provided by the Issuer. Accordingly, all such
intermediaries, agents or advisors associated with this issue shall have no liability in relation to the
information contained in this disclosure document or any other information provided by the Issuer in
connection with this Issue.
The Company, can at its sole and absolute discretion, change the terms of its offer. The Issuer will issue
to the Identified Investors, along with this signed Disclosure Document (prepared and circulated in
compliance with section 42 of the 2013 Act read with Rule 14 of the PAS Rules), the Application Form
in Annexure IV. This Disclosure Document has been prepared in conformity with the SEBI (Issue and
Listing of Debt Securities) Regulations, 2008 (“SEBI Debt Regulations”) and the 2013 Act and the rules
thereunder. Pursuant to Section 42 of the 2013 Act and Rule 14(3) of the PAS Rules.
The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding
the contents of this Disclosure Document and shall not reproduce or distribute in whole or part or make
any announcement in public or to a third party regarding its contents, without the prior written consent of
the Company.
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Each Person receiving this Disclosure Document acknowledges that:
(a) Such person has been afforded an opportunity to request and to review and has received all
additional information considered by an individual to be necessary;
(b) to verify the accuracy of or to supplement the information herein; and
(c) to understand the nature of the Bonds and the risks involved in investing in them; and such person
has not relied on any intermediary or agent or advisory or underwriter that may be associated
with issuance of the Bonds in connection with its investigation of the accuracy of such
information or its investment decision.
Nothing in this Disclosure Document constitutes an offer of securities for sale in the United States of
America or any other jurisdiction where such offer or placement would be in violation of any law, rule
or regulation. No action is being taken to permit an offering of the bonds in the nature of debentures or
the distribution of this Disclosure Document in any jurisdiction where such action is required. The
distribution/taking/sending/ dispatching/transmitting of this Disclosure Document and the offering and
sale of the Bonds may be restricted by law in certain jurisdictions, and persons into whose possession this
document comes should inform themselves about, and observe, any such restrictions.
1.2 Disclaimer of Securities & Exchange Board of India:
The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy
or adequacy of this Disclosure 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 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 Disclosure Document. The Issue of Bonds being made on private placement basis, filing
of this Disclosure Document is not required with SEBI. However, SEBI reserves the right to take up at
any point of time, with the Bank, any irregularities or lapses in this Disclosure Document.
1.3 Disclaimer of Sole Arranger to the Issue

1.3.1 The role of the Sole Arranger in the assignment is confined to marketing and
placement of the Bonds on the basis of this Disclosure Document as prepared by the
Bank. The Sole Arranger has neither scrutinized nor vetted nor reviewed nor has it
done any due-diligence for verification of the contents of this Disclosure Document.
The Sole Arranger shall use this Disclosure Document for the purpose of soliciting
subscription(s) from Eligible Investors in the Bonds to be issued by the Bank on a
private placement basis. It is to be distinctly understood that the aforesaid use of this
Disclosure Document by the Sole Arranger should not in any way be deemed or
construed to mean that the Disclosure Document has been prepared, cleared,
approved, reviewed or vetted by the Sole Arranger; nor should the contents to this
Disclosure Document in any manner be deemed to have been warranted, certified or
endorsed by the Sole Arranger so as to the correctness or completeness thereof.
1.3.2 The Bank has prepared this Disclosure Document and the Bank is solely responsible and
liable for its contents. The Bank will comply with all laws, rules and regulations and has
obtained all regulatory, governmental, corporate and other necessary approvals for the
issuance of the Bonds. The Bank confirms that all the information contained in this
Disclosure Document has been provided by the Bank or is from publicly available
information, and such information has not been independently verified by the Sole
Arranger. No representation or warranty, expressed or implied, is or will be made, and
no responsibility or liability is or will be accepted, by the Sole Arranger or their Affiliates
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for the accuracy, completeness, reliability, correctness or fairness of this Disclosure

Document or any of the information or opinions contained therein, and the Sole Arranger
hereby expressly disclaims any responsibility or liability to the fullest extent for the
contents of this Disclosure Document, whether arising in tort or contract or
otherwise, relating to or resulting from this Disclosure Document or any information or
errors contained therein or any omissions there from. Neither Sole Arranger and its
affiliates, nor its directors, employees, agents or representatives shall be liable for any
damages whether direct or indirect, incidental, special or consequential including lost
revenue or lost profits that may arise from or in connection with the use of this Disclosure
Document. By accepting this Disclosure Document, the Eligible Investor accepts terms
of this Disclaimer Clause of Sole Arranger, which forms an integral part of this
Disclosure Document and agrees that the Sole Arranger will not have any such liability.
1.3.3 The Eligible Investors should carefully read this Disclosure Document. This Disclosure
Document is for general information purposes only, without regard to specific objectives,
suitability, financial situations and needs of any particular person and does not constitute
any recommendation and the Eligible Investors are not to construe the contents of this
Disclosure Document as investment, legal, accounting, regulatory or Tax advice, and the
Eligible Investors should consult with its own advisors as to all legal, accounting,
regulatory, Tax, financial and related matters concerning an investment in the Bonds.
This Disclosure Document should not be construed as an offer to sell or the solicitation
of an offer to buy, purchase or subscribe to any securities mentioned therein, and neither
this Disclosure Document nor anything contained herein shall form the basis of or be
relied upon in connection with any contract or commitment whatsoever.
1.3.4 This Disclosure Document is confidential and is made available to potential investors in
the Bonds on the understanding that it is confidential. Recipients are not entitled to use
any of the information contained in this Disclosure Document for any purpose other than
in assisting to decide whether or not to participate in the Bonds. This Disclosure
Document and information contained herein or any part of it does not constitute or
purport to constitute investment advice in publicly accessible media and should not be
printed, reproduced, transmitted, sold, distributed or published by the recipient without
the prior written approval from the Sole Arranger and the Bank. This Disclosure
Document has not been approved and will or may not be reviewed or approved by any
statutory or regulatory authority in India or by any Stock Exchange in India. This
document may not be all inclusive and may not contain all of the information that the
recipient may consider material.
1.3.5 Each person receiving this Disclosure Document acknowledges that:

a. 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; and
b. Has not relied on the Sole Arranger and/or its affiliates that may be associated
with the Bonds in connection with its investigation of the accuracy of such
information or its investment decision.
1.3.6 The Bank hereby declares that the Bank has exercised due-diligence to ensure complete
compliance of applicable disclosure norms in this Disclosure Document. The Sole Arranger:
(a) is not acting as trustee or fiduciary for the investors or any other person; and (b) is under
no obligation to conduct any "know your customer" or other procedures in relation to any
person. The Sole Arranger is not responsible for (a) the adequacy, accuracy and/or
completeness of any information (whether oral or written) supplied by the Bank or any other
person in or in connection with this Disclosure Document; or (b) the legality, validity,
effectiveness, adequacy or enforceability of this Disclosure Document or any other
8
agreement, arrangement or document entered into, made or executed in anticipation of or in

connection with this Disclosure Document; or (c) any determination as to whether any
information provided or to be provided to any investor is non-public information the use of
which may be regulated or prohibited by applicable law or regulation relating to insider
dealing or otherwise.
1.3.7 The Sole Arranger or any of their 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. By accepting this Disclosure Document, investor(s) agree(s) that the Sole
Arranger will not have any such liability.
1.3.8 Please note that:

a. The Sole Arranger and/or its affiliates may, now and/or in the future, have other
investment and commercial banking, trust and other relationships with the Bank
and with other persons ("Other Persons");
b. As a result of those other relationships, the Sole Arranger and/or its affiliates
may get information about Other Persons, the Bank and/or the Issue or that may
be relevant to any of them. Despite this, the Sole Arranger and/or their affiliates
will not be required to disclose such information, or the fact that it is in
possession of such information, to any recipient of this Disclosure Document;
c. The Sole Arranger and/or its Affiliates may, now and in the future, have
fiduciary or other relationships under which it, or they, may exercise voting
power over securities of various persons. Those securities may, from time to
time, include securities of the Bank; and
d. The Sole Arranger and/or its Affiliates may exercise such voting powers, and
otherwise perform its functions in connection with such fiduciary or other
relationships, without regard to its relationship to the Bank and/or the securities.
1.4 Disclaimer of Stock Exchange:
As required, a copy of this Disclosure Document will be submitted to BSE for hosting the same
on its website. It is to be distinctly understood that such submission of the Disclosure Document
with BSE or hosting the same on its website should not in any way be deemed or construed that
the Disclosure 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
Disclosure Document; nor does it warrant that this Bank’s securities will be listed or continue to
be listed on the Exchange; nor does it take responsibility for the financial or other soundness of
this Bank, its promoters, its management or any scheme or project of the Bank. Every person who
desires to apply for or otherwise acquire any securities of this Bank may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange
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.
1.5 Disclaimer of Rating Agencies:
Disclaimer of India Ratings:
All credit ratings assigned by India Ratings are subject to certain limitations and disclaimers.
Please read these limitations and disclaimers by following this link:
https://www.indiaratings.co.in/rating-definitions. In addition, rating definitions and the terms of
use of such ratings are available on the agency's public website www.indiaratings.co.in.
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Published ratings, criteria, and methodologies are available from this site at all times. India
Ratings’ code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance, and
other relevant policies and procedures are also available from the code of conduct section of this
site.
1.6 Disclaimer of Debenture Trustee:
The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor
or a guarantor as to the monies paid/invested by investors for the Bonds. Each Eligible Investor
should make its own independent assessment of the merit of the investment in the Bonds and the
Issuer. Eligible Participants are required to make their own independent evaluation and judgment
before making the investment and are believed to be experienced in investing in debt markets
and are able to bear the economic risk of investing in such instruments.
1.7 DISCLAIMER IN RESPECT OF JURISDICTION
The bidding for the Bonds is made in India on the BSE-EBP to various classes of investors. The
Disclosure Document does not, however, constitute an offer to sell or an invitation to subscribe
to the Bonds for bidding hereby in any other jurisdiction to any person to whom it is unlawful to
bid in such jurisdiction. Any person into whose possession this Disclosure Document comes is
required to inform him about and to observe any such restrictions. Any disputes arising out of
this Issue will be subject to the exclusive jurisdiction of the courts in Thrissur. All information
considered adequate and relevant about the Bank has been made available in this Disclosure
Document for the use and perusal of the Eligible Participants and no selective or additional
information would be available for a section of investors in any manner whatsoever.
1.8 DISCLAIMER BY THE RESERVE BANK OF INDIA
The Bonds have not been recommended or approved by the RBI nor does the RBI guarantee the
accuracy or adequacy of this Disclosure Document. It is to be distinctly understood that this
Disclosure Document should not, in any way, be deemed or construed that the Bonds have been
recommended for investment by the RBI. RBI does not take any responsibility either for the
financial soundness of the Bank, or the Bonds being issued by the Bank or for the correctness of
the statements made or opinions expressed in this Disclosure Document. Eligible Participants
may make investment decision in the Bonds in terms of the signed PPOAL after reading the
disclosures under this Disclosure Document solely on the basis of their own analysis and RBI
does not accept any responsibility about servicing/ repayment of such investment.
10
2. FORWARD LOOKING STATEMENTS
The Bank has included statements in this Disclosure Document which contain words or phrases
such as “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”,
“expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”, “estimating”,
“intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”, “propose to”,
“future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue”, “our
judgement” and similar expressions or variations of such expressions, that are “forward-looking
statements”. Actual results may differ materially from those suggested by the forward-looking
statements due to certain risks or uncertainties associated with the Bank’s expectations with
respect to, but not limited to, the actual growth in demand for banking and other financial
products and services, its ability to successfully implement its strategy, including its use of the
Internet and other technology and its rural expansion, its ability to integrate recent or future
mergers or acquisitions into its operations, its ability to manage the increased complexity of the
risks the Bank faces following its rapid international growth, future levels of impaired loans, its
growth and expansion in domestic and overseas markets, the adequacy of its allowance for credit
and investment losses, technological changes, investment income, its ability to market new
products, cash flow projections, the outcome of any legal, tax or regulatory proceedings in India
and in other jurisdictions the Bank is or will become a party to, the future impact of new
accounting standards, its ability to implement its dividend policy, the impact of changes in
banking regulations and other regulatory changes in India and other jurisdictions on the Bank,
including on the assets and liabilities of SIB, , its ability to roll over its short-term funding sources
and its exposure to credit, market and liquidity risks. By their nature, certain of the market risk
disclosures are only estimates and could be materially different from what actually occurs in the
future. As a result, actual future gains, losses or impact on net interest income and net income
could materially differ from those that have been estimated.
In addition, other factors that could cause actual results to differ materially from those estimated
by the forward-looking statements contained in this Disclosure Document include, but are not
limited to, the monetary and interest rate policies of India and the other markets in which the
Bank operates, natural calamities, general economic, financial or political conditions, instability
or uncertainty in India, southeast Asia, or any other country, caused by any factor including
terrorist attacks in India or elsewhere, military armament or social unrest in any part of India,
inflation, deflation, unanticipated turbulence in interest rates, changes or volatility in the value of
the rupee, instability in the subprime credit market and liquidity levels in the foreign exchange
rates, equity prices or other market rates or prices, the performance of the financial markets in
general, changes in domestic and foreign laws, regulations and taxes, changes in the competitive
and pricing environment in India, and general or regional changes in asset valuations.
3. DEFINITIONS AND ABBREVIATIONS
AY Assessment Year
Affiliates Subsidiaries, associate companies, affiliates and joint ventures of a
company
Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international,
multinational or other law, treaty, code, regulation, ordinance, rule, judgment,
order, decree, bye-law, approval of any governmental authority, directive,
guideline, policy, requirement or other governmental restriction or any similar
form of decision of or determination by, or any interpretation or administration
having the force of law of any of the foregoing by any governmental authority
having jurisdiction over the matter in question
Allotment/ Allot/ The issue and allotment of the Bonds to the successful Applicants in the Issue
11
Allotted
A successful Applicant to whom the Bonds are allotted pursuant to the Issue,
Allottee
either in full or in part
A person who makes an offer to subscribe the Bonds pursuant to the terms of
Applicant/ Investor
this Disclosure Document and the Application Form
The form in terms of which the Applicant shall make an offer to subscribe to
Application Form the Bonds and which will be considered as the application for allotment of
Bonds in the Issue
Basel III Basel III framework was drafted by the Basel Committee on Banking
Supervision, which is a Committee of Bank of International Settlements.
It is the risk-based capital framework to be followed by banks across
countries and it has been designed to be risk sensitive across various
types of banking assets, including securitization exposure. Basel III is
based on the following three mutually reinforcing pillars that allow banks
and supervisors to evaluate properly the various risks that banks face:
i. minimum capital requirements, which seek to refine the present

measurement framework;
ii. supervisory review of an institution‘s capital adequacy and internal
assessment process; and
iii. market discipline through effective disclosure to encourage safe and
sound banking practices.
Bondholder(s) / Any person or entity holding the Bonds and whose name appears in the list of
Debenture holder(s) Beneficial Owners provided by the Depositories
Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of
Beneficial Owner(s) the Bond(s) as defined in clause (a) of sub-section of Section 2 of the
Depositories Act, 1996)
BSE EBP Electronic Book Provider mechanism for issuance of debt securities on
private placement basis (also known as Electronic Bidding Platform or
Electronic Book Provider Platform or BSE EBP) as guided by the SEBI
through its circulars bearing no. SEBI/HO/ DDHS/ CIR/P/ 2018/05
issued on January 05, 2018 read with SEBI circular No. SEBI/HO/
DDHS/ CIR/P/2018/122 issued on August 16, 2018, and the BSE EBP
Guidelines
BSE EBP Operating Guidelines for BSE Electronic Bidding Platform issued by
Guidelines BSE dated September 28, 2018 and any amendments thereto
Board/ Board of The Board of The South Indian Bank Limited or Committee thereof, unless
Directors otherwise specified
Rated, unsecured, non-convertible, perpetual, Basel III compliant Tier 2
Bonds, in the nature of debentures of the face value of Rs. 1,00,000 (Rupees
Bond(s) /
One Lakh) each at par aggregating to Rs. 500 crores (Rupees Five hundred
Debenture(s)
crores only) including an option to retain oversubscription of up to Rs.200
crores (Rupees Two hundred crores only) by the Bank.
CARE CARE ratings Ltd. (Formerly known as Credit Analysis & Research Limited)
CAR Capital Adequacy Ratio
CDSL Central Depository Services (India) Limited
Companies Act/ The Companies Act, 1956 (to the extent applicable) and the Companies
2013 Act Act, 2013, as amended, restated or substituted from time to time
Coupon / Interest The date as may be specified in the Summary Term Sheet of this Disclosure
Payment Date Document
Non-Convertible debt securities which create or acknowledge indebtedness
Debt Securities and include debenture, bonds and such other securities of a body corporate or
any statutory body constituted by virtue of a legislation, whether constituting
12
a charge on the assets of the Bank or not, but excludes security bonds issued
by Government or such other bodies as may be specified by SEBI, security
receipts and securitized debt instruments
The cut-off date declared by the Bank from which all benefits under the Bonds
Deemed Date of including interest on the Bonds shall be available to the Bondholder(s). The
Allotment actual allotment of Bonds (i.e. approval from the Board of Directors or a
Committee thereof) may take place on a date other than the Deemed Date of
Allotment
A Depository registered with SEBI under the SEBI (Depositories and
Depository
Participant) Regulations, 1996, as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository
A Depository participant as defined under Depositories Act
Participant
Disclosure
Document This information memorandum dated 17th January 2020
DIN Director Identification Number

DRR Bond/ Debenture Redemption Reserve
Eligible All QIBs, and any non-QIB Investors specifically mapped by the Issuer
Participants / on the BSE EBP platform, are eligible to bid / invest / apply for this Issue.
Eligible Investors
Eligible Participants shall not include the following investors:
 Trusts constituted wholly for charitable or religious purposes;

 Foreign Portfolio Investor or Foreign Institutional Investor;
 Non-Resident Indians (NRIs);
 Limited Liability Partnership firms, Partnership Firms or their
nominees; and
 Overseas Corporate Bodies (OCBs).
All participants are required to comply with the relevant regulations/

guidelines applicable to them for investing in this Issue.
EPS Earnings Per Share
FIs Financial Institutions
FIIs Foreign Institutional Investors
Financial Year/ FY Period of twelve months ending March 31, of that particular year
GoI Government of India/ Central Government
Trustees/ Debenture Trustees for the Bondholders in this case being IDBI Trusteeship Services
Trustee Limited
Issuer / SIB / Bank
The South Indian Bank Limited
/ we / us/ our
Identified Investor The successful bidders who shall be identified by the Board / capital
augmentation committee of the Board and to whom the signed PPOAL
will be issued after completion of the bidding and shall not include a
trust, as defined under the Indian Trusts Act, 1882 (as amended), wholly
constituted for charitable or religious purposes. Such trusts shall not be
eligible to invest in these Bonds.
I.T. Act The Income Tax Act, 1961, as amended from time to time
IFSC Indian Financial System Code
Listing Agreement for Debt Securities issued by SEBI vide circular no.
SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and amendments
Listing Agreement
to Simplified Debt Listing Agreement for Debt Securities issued by SEBI
vide circular no. SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November
13
26, 2009 and amendments to Simplified Debt Listing Agreement for

Debt Securities issued by Securities and Exchange Board of India vide
circular no. SEBI/IMD/DOF-1/BOND/Cir-1/2010dated January 07,
2010 and amendments to Simplified Debt Listing Agreement for Debt
Securities issued by SEBI vide vide Circular no.CIR/IMD/DF/18/2013
dated October 29 2013.
Loss Absorbency The Bonds shall be subject to loss absorbency features applicable for
non-equity capital instruments as per the Master Circular issued by the
Reserve Bank of India on Basel III capital regulations covering terms
and conditions for perpetual debt instruments in additional Tier 1 capital
(Annex 4 of the Master Circular) and minimum requirement to ensure
loss absorbency of non-equity regulatory capital instruments at the Point
of Non Viability (PONV) (Annex 16 of the Master Circular) read along
with the Master Circular. Accordingly, the Bonds may, at the option of
the RBI, be permanently written off upon occurrence of the trigger event
called the “Point of Non Viability Trigger” or other pre-specified trigger
events. PONV trigger event shall be as defined in the RBI Regulations
and shall be determined by the RBI.
The write-down will have the following effects: (a) reduce the claim of
the instrument in liquidation; (b) reduce the amount re-paid when a call
is exercised; c) partially or fully reduce coupon/dividend payments on
the instrument.
The write down in case of pre-specified trigger point will be temporary

and in case of PONV trigger event will be permanent.
MF Mutual Fund
MoF Ministry of Finance
NSDL National Securities Depository Limited
PAN Permanent Account Number
PAS Rules Companies (Prospectus and Allotment of Securities) Rules, 2014, as
amended from time to time
Special Feature: The Bonds may, at the option of the RBI, be permanently written off
PONV upon occurrence of the trigger event called the “Point of Non Viability
Trigger” (“PONV Trigger”)
The PONV Trigger event shall be the earlier of:
PONV Trigger a) a decision that the write off, without which the Bank would become
Event non-viable, is necessary, as determined by the RBI; and
b) the decision to make a public sector injection of capital, or equivalent
support, without which the Bank would have become non-viable, as
determined by the relevant authority. Such a decision would invariably
imply that the write-off consequent upon the trigger event must occur
prior to any public sector injection of capital so that the capital provided
by the public sector is not diluted.
For the purpose of these guidelines, a non-viable bank will be a bank
which, owing to its financial and other difficulties, may no longer remain
a going concern on its own in the opinion of the RBI unless appropriate
measures are taken to revive its operations and thus, enable it to continue
as a going concern. The difficulties faced by a bank should be such that
these are likely to result in financial losses and raising the Common
Equity Tier 1 capital of the bank should be considered as the most
appropriate way to prevent the bank from turning non-viable. Such
measures may include write off of the Bonds in combination with or
14
without other measures as considered appropriate by the RBI.
In rare situations, a bank may also become non-viable due to non-

financial problems, such as conduct of affairs of the bank in a manner
which is detrimental to the interest of depositors, serious corporate
governance issues, etc. In such situations raising capital is not considered
a part of the solution and therefore, may not attract provisions of this
framework.
For details, please refer to Summary Term Sheet.

GAAP Generally Accepted Accounting Principles
GIR General Index Registration Number
Rs. / INR Indian National Rupee
RBI Reserve Bank of India
Master Circular DBR.No.BP.BC.1/21.06.201/2015-16 dated July 1,
RBI Norms / RBI 2015 on Basel III Capital Regulations issued by the RBI on Basel III
Guidelines/Master capital regulations covering terms and conditions for issue of perpetual
Circular debt instruments in additional Tier 1 capital as updated / modified /
amended from time to time
RTGS Real Time Gross Settlement
Record Date As may be specified in the Summary Term Sheet
Registrar to the Issue, in this case being BTS Consultancy Services
Registrar
Private Limited
The Securities and Exchange Board of India, constituted under the SEBI
SEBI
Act
Securities and Exchange Board of India Act, 1992, as amended from time
SEBI Act
to time
SEBI Debt Securities and Exchange Board of India (Issue and Listing of Debt
Regulations Securities) Regulations, 2008, as amended from time to time
Has the meaning set forth in “Issue Details” section of this Disclosure
Special Features
Document
Stock Exchange / BSE
Exchange
TDS Tax Deducted at Source
CCB Capital Conservation Buffer
The Issue/ The
Offer/ Private Private Placement of the Bonds.
Placement
4. RISK FACTORS
Prospective investors should carefully consider the risks and uncertainties described below, in
addition to the other information contained in this Disclosure Document before making any
investment decision relating to the Bonds. The occurrence of any of the following events, or the
occurrence of other risks that are not currently known or are now deemed immaterial, could cause
our business, results of operations, cash flows, financial condition and prospects to suffer and
which may lead to point of non-viability (“PONV”) and you may lose all or part of your
investment.
Prior to making an investment decision, prospective investors should carefully consider this
section in conjunction with the information contained in this Disclosure Document.
15
These risks and uncertainties are not the only issues that the Bank faces. Additional risks and
uncertainties not presently known to the Bank or that the Bank 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 Bank is not in a position to quantify the financial or
other implications of any risk mentioned herein below.
If any one of the following stated risks actually occurs, the Bank’s business, financial conditions
and results of operations could suffer and, therefore, the value of the Bank’s Bonds could decline
and/or the Bank’s ability to meet its obligations in respect of the Bonds could be affected. More
than one risk factor may have simultaneous effect with regard to the Bonds 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 Bonds and/or the Bank’s ability
to meet its obligations in respect of the Bonds. Potential investors should perform their own
independent investigation of the financial condition and affairs of the Bank, and their own
appraisal of the creditworthiness of the Bank. Potential investors should consult their own
financial, legal, tax and other professional advisors as to the risks and investment considerations
with respect to the Bonds. Potential investors should thereafter reach their own views prior to
making any investment decision.
The Bank believes that the factors described below represent the principal risks inherent in
investing in the Bonds, but the inability of the Bank, as the case may be, to pay principal or other
amounts on or in connection with any Bonds may occur for other reasons and the Bank does not
represent that the statements below regarding the risks of holding any Bonds are exhaustive.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to
specify or quantify the financial or other implications of any of the risks mentioned herein.
Risks Relating to our Business
Our results of operations and cash flows depend to a great extent on our net interest income.
Volatility in interest rates and other market conditions could materially and adversely impact
our cash flows and results of operations.
Our results of operations largely depend on our net interest income. For the Financial Year 2019,
our net interest income (i.e. gross interest income minus interest expense) represented 26.57 %
of our total income. Our interest-earning assets comprised both fixed interest rate assets and
floating interest rate assets, while the majority of our interest-bearing liabilities had fixed interest
rates. Any decrease in the interest rates applicable to our assets, without a corresponding decrease
in the interest rates applicable to our liabilities, will result in a decline in our net interest income
and consequently reduce our net interest margin.
Interest rates are sensitive to many factors beyond our control, including India’s GDP growth,
inflation, liquidity, the RBI’s monetary policy, deregulation of the financial sector in India,
domestic and international economic and political conditions and other factors. We cannot assure
you that we will be able to adequately manage our interest rate risk in the future. Volatility and
changes in market interest rates could disproportionately affect the interest we earn on our assets
as compared to the interest we pay on our liabilities.
Furthermore, in the event of rising interest rates, our borrowers may not be willing to pay
correspondingly higher interest rates on their borrowings and may choose to repay their loans
from us if they are able to switch to more competitively priced advances. In the event of falling
interest rates, we may face more challenges in retaining our customers if we are unable to switch
to more competitive rates as compared to other banks in the market. Any inability to retain
16
customers as a result of changing interest rates may also adversely impact our earnings and cash
flows in future periods.
In addition, under the regulations of RBI, we are required to maintain a minimum specified
percentage, currently 18.25 % statutory liquidity ratio (“SLR”), of our net demand and time
liabilities in Government or other approved securities. Yields on these investments, as well as
yields on our other interest earning assets, are dependent to a large extent on interest rates. In a
rising interest rate environment, especially if the increase was sudden or sharp, we could be
adversely affected by the decline in the market value of our Government securities portfolio and
other fixed income securities and may be required to further provide for depreciation in the
“available for sale” (“AFS”) and “held for trading” (“HFT”) categories.
The value of collateral may decrease or we may experience delays in enforcing the sale of
collateral when borrowers default on their obligations to us, which may result in failure to
recover the expected value of collateral security, exposing us to a potential loss.
As of 31 March 2019, 91.64% of our loans to corporate customers were secured by assets,
including property, plant and equipment. Our loans to corporate customers also include working
capital credit facilities that are typically secured by a first lien on inventory, receivables and other
current assets. In some cases, we may have taken further security of a first or second lien on fixed
assets or a pledge of financial assets like marketable securities. As of 31 March 2019, 97.17% of
our loans to retail customers were also secured by assets, predominantly gold, property and
vehicles.
We use a technology-based risk management system and follow strict internal risk management
guidelines on portfolio monitoring, which include periodic assessment of loan to security value
on the basis of conservative market price levels, limits on the amount of margin, ageing analysis
and pre-determined margin call thresholds. However, we may not be able to realize the full value
of our collateral as a result of, among other factors:
 delays in bankruptcy and foreclosure proceedings;
 defects or deficiencies in the perfection of collateral (including due to inability to obtain
approvals that may be required from third parties);
 fraud by borrowers;
 decreases in value of the collateral, which may be particularly relevant in the case of gold
and traded securities;
 an illiquid market for the sale of the collateral; and
 Current legislative provisions or changes thereto and past or future judicial
pronouncements.
The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002, (the “SARFAESI Act”), the Recovery of Debts Due to Bank and Financial
Institutions Act, 1993 , Insolvency Act/proceedings and the RBI’s corporate debt restructuring
(“CDR”) mechanism have strengthened the ability of lenders to resolve NPAs by granting them
greater rights to enforce security and recover amounts owed from secured borrowers. Although
special tribunals have been set up for expeditious recovery of debts due to banks, any proceedings
brought may be subject to delays and administrative requirements that may result in, or be
accompanied by, a decrease in the value of the collateral.
As a result of the foregoing factors, we may not be able to realise the full value of collateral,
which could have an adverse effect on our financial condition and results of operations.
17
If we are not able to control the level of NPAs in our portfolio effectively or if we are unable
to improve our provisioning coverage as a percentage of gross NPA, our business may be
adversely affected.
Various factors, including a rise in unemployment, a sharp and sustained rise in interest rates,
developments in the Indian economy, movements in global commodity markets and exchange
rates and global competition may cause an increase in the level of NPAs and have an adverse
impact on the quality of our loan portfolio. The RBI regulates some aspects of the recovery of
non-performing loans, such as the use of recovery agents. Any limitation on our ability to recover,
control and reduce non-performing and restructured loans as a result of these guidelines or
otherwise may affect our collections and ability to foreclose on existing NPAs.
As of 31 March 2019, our provision coverage as a percentage of NPAs was 42.46 %. However,
there can be no assurance that there will be no deterioration in the provisioning coverage as a
percentage of gross NPAs or otherwise or that the percentage of NPAs that we will be able to
recover will be similar to our past NPA recovery experience. If we are not able to control or
reduce the level of our NPAs, the overall quality of our loan portfolio may deteriorate, which
may have a material adverse effect on our financial condition and results of operations.
A portion of our advances are unsecured. If we are unable to recover such advances in a timely
manner or at all, our financial condition and results of operations may be adversely affected.
While we have been selective in our lending policies and strive to satisfy ourselves with the credit
worthiness and repayment capacities of our customers, there can be no assurance that we will be
able to recover the interest and principal advanced by us in a timely manner. Any failure to
recover the unsecured advances given to our customers would expose us to a potential loss, which
could adversely affect our financial condition and results of operations.
The level of restructured advances in our portfolio may increase and the failure of such
restructured advances to perform as expected could adversely affect our financial condition
and results of operations.
In May 2013, the RBI issued final guidelines on the restructuring of advances. Pursuant to those
guidelines, advances that are restructured (other than due to delays in project implementation
under certain conditions and up to specified periods) from April 1, 2015 onwards would be
classified as non-performing.
The Government of India has enacted the Insolvency and Bankruptcy code, 2016 in order to
consolidate and amend the laws relating to reorganization and insolvency resolution of corporate
persons, partnership firms and individuals in a time bound manner for maximization of value of
assets of such persons to promote entrepreneurship, availability of credit and balance the interest
of all stakeholders including alteration in the order of priority of payment of secured creditors
made at par with Government dues and to establish an Insolvency and Bankruptcy Board of India,
and for matters connected therewith or incidental thereto.
As per the code National Company Law Tribunal (NCLT) will be the adjudicating authority in
case of Companies and LLPs whereas in case of Individuals and Partnership Firms it shall be
Debt Recovery Tribunal. The Central Government has also introduced amendments to Banking
Regulations Act, 1949 through Ordinance and notification thereafter empowering RBI to issue
directions to any banking company(ies) to initiate insolvency resolution process in respect of a
default, under the provisions of IBC 2016. Accordingly, RBI may issue directions with respect
to stressed assets and specify one or more authorities or committees with such members as the
18
Bank may appoint or approve for appointment to advise banking companies on resolution of
stressed assets.
The combination of changes in regulations regarding unstructured advances, provisioning, and

any substantial increase in the level of restructured assets and the failure of these restructured
advances to perform as expected, could adversely affect our financial condition and results of
operations.
With a view to facilitate meaningful restructuring of MSME accounts that have become stressed,
RBI vide their circular No. DBR.No.BP.BC.18/21.04.048/2018-19 Dated January 1, 2019 has
permitted a one-time restructuring of existing loans to MSMEs classified as 'standard' without a
downgrade in the asset classification, subject to compliance of certain conditions stipulated in
the said circular.
Hon'ble Supreme Court, vide its order dated April 2, 2019, had held the RBI Circular dated
February 12, 2018 on Resolution of Stressed Assets as ultra vires. In light of the same Reserve
Bank of India has issued a revised circular No. DBR.No.BP.BC.45/21.04.048/2018-19 Dated
June 7, 2019 on the prudential framework for resolution of stressed assets by banks for
expeditious and effective resolution of stressed. The fundamental principles underlying the
revised regulatory approach for resolution of stressed assets include Early recognition and
reporting of default in respect of large borrowers, Complete discretion to lenders with regard to
design and implementation of resolution plans, system of disincentives in the form of additional
provisioning for delay in implementation of resolution plan or initiation of insolvency
proceedings, Withdrawal of asset classification dispensations on restructuring and future
upgrades to be contingent on a meaningful demonstration of satisfactory performance for a
reasonable period, aligning the definition of 'financial difficulty' with the guidelines issued by the
Basel Committee on Banking Supervision; and making the signing of inter-creditor agreement
(ICA) by all lenders as mandatory, which will provide for a majority decision making criteria.
We are required to lend a minimum percentage of our adjusted net bank credit (“ANBC”) to
certain “priority sectors” and if we fail to meet these requirements, we must place the allocated
amount by RBI based on shortfall in an account with Government-sponsored Indian
development banks or with other financial institutions specified by the RBI. These deposits
typically carry interest rates lower than market rates, which would result in reduced interest
income on such advances. Any change in the RBI’s regulations relating to priority sector
lending could have a material adverse impact on our financial condition and results of
operations.
In accordance with current RBI guidelines, all banks in India, including us, are subject to directed
lending regulations. We are required to lend 40.00% of our ANBC or credit equivalent amount
of off-balance sheet exposure, whichever is higher, to “priority sectors”. Out of the advances we
are required to lend under the “priority sector”, at least 18.0% of our ANBC or credit equivalent
amount of off-balance sheet exposure, whichever is higher, must be lent to the agricultural sector
and at least 10.0% of our ANBC or credit equivalent amount of off-balance sheet exposure,
whichever is higher, target for Advance to Micro Enterprises 7.5 per cent of ANBC or Credit
Equivalent Amount of Off-Balance Sheet Exposure, whichever is higher must be lent to weaker
sectors.
In case of any shortfall by us in meeting the priority sector lending requirements, we would
subsequently be required to place the allocated amount by RBI based on shortfall in priority
sector lending in an account with the National Bank for Agriculture and Rural Development
(“NABARD”) or with other financial institutions specified by the RBI. These deposits typically
carry interest rates lower than market rates, which would result in reduced interest income on
such advances. We have experienced instances of shortfalls in our directed lending to the priority
19
sectors in the past and we cannot assure you that we will be able to meet the lending targets
towards priority sectors in the future.
Further, any change in the RBI’s guidelines may require us to increase our lending to the priority
sectors.
Banking is a heavily regulated industry and material changes in the regulations that govern
us could cause our business to suffer.
Banks in India are subject to detailed supervision and regulation by the RBI. In addition, banks
are generally subject to changes in Indian law, as well as to changes in regulation and government
policies and accounting principles. Since 2005, the RBI has made several changes in regulations
applicable to banking companies, including:
 risk-weights on certain categories of loans for computation of capital adequacy;
 general provisioning requirements for various categories of assets;
 capital requirements and accounting norms for securitisation;
 policy interest rates, cash reserve ratio, cessation of payment of interest on cash reserve
balances;
 limits on investments in financial sector enterprises and venture capital funds; and
 Directed lending requirements.
The Banking Regulation Act imposes a number of restrictions, which affect our operating
flexibility and investors’ rights, including:
 We are subject to restrictions in the incorporation of subsidiaries, which may prevent us
from exploiting emerging business opportunities in areas other than banking. We may
not open branches in new places of business and transfer our existing places of business,
which may hamper our operational flexibility.
 Our ability to build overseas asset portfolios and exploit business opportunities overseas
is limited by the requirement to maintain assets in India of at least 75.0% of our demand
and time liabilities in India.
 Our ability to produce documents and records for inspection is regulated.
 The RBI is empowered to direct and generally advise us and may prohibit us from
entering into certain transactions and agreements.
 We are required to obtain prior approval of the RBI before we appoint our Chairman,
Managing Director and CEO and any other full-time Directors and fix their
remuneration. The RBI has powers to remove managerial and other persons from office,
and to appoint additional directors. We are also required to obtain approval of the RBI
for the creation of floating charges for our borrowings, thereby hampering leverage.
Any changes in the regulatory environment under which we operate, or our inability to comply
with the regulations, could adversely affect our business, financial condition and results of
operations.
Our Bank has a regional concentration in Southern India and any adverse change in the
economy of states in Southern India could impact our results of operations and cash flows.
Additionally, we may not be successful in expanding our operations to other parts of India.
SIB has 870 branches as of 31 December 2019 of which 727 branches or 83.56% are located in
Southern India (comprising the states of Andhra Pradesh, Telangana, Karnataka, Kerala, Tamil
Nadu and the union territory of Pondicherry). As of 31 December, 2018 and 31 December, 2019
70%, 74% respectively, of our total advances and 80%, 79% respectively, of our total deposits
were from Southern India.
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As on 31st March 2019, SIB has 870 branches out of which 727 branches or 83.56% are located
in Southern India (comprising the states of Andhra Pradesh, Telangana, Karnataka, Kerala, Tamil
Nadu and the union territory of Pondicherry). The branch distribution in south India as on 31
March, 2018 and 31 March 2017 was 712 (83.37%) out of 854 and 701 (83.41%) out of 850
respectively. As of 31 March 2017, March 31 2018, March 2019, 70%, 71%, 71% respectively,
of our total advances and 77%, 80%, 81% respectively, of our total deposits were from Southern
India.
Any disruption, disturbance or sustained downturn in the economy of or any adverse geological,
ecological or political circumstances in, the states in Southern India could adversely affect our
business, financial condition and results of operations
Additionally, while we continue to expand our operation outside of Southern India, we face risks
with our operations in geographic areas in which we do not possess the same level of familiarity
with the economy, consumer base and commercial operations. In addition, our competitors may
already have established operations in such areas and we may find it difficult to attract customers
in such new areas. We may not be able to successfully manage the risks of such an expansion,
which could have an adverse effect on our business, financial conditions and results of operations.
We may not be able to renew or maintain our statutory and regulatory permits and approvals
required to operate our business.
We require certain statutory and regulatory permits and approvals to operate our business. We
have a licence from the RBI, which requires us to comply with certain terms and conditions for
us to continue our banking operations. In the event that we are unable to comply with any or all
of these terms and conditions, or seek waivers or extensions of time for complying with these
terms and conditions, it is possible that the RBI may revoke this licence or may place stringent
restrictions on our operations. This may result in the interruption of all or some of our operations.
Further, under certain of our contractual arrangements, we are required to hold all necessary and
applicable approvals and licences from authorities such as the RBI and the IRDA.
Failure by us to renew, maintain or obtain the required permits or approvals, including those set
out above, may result in the interruption of our operations or delay or prevent our expansion plans
and may have a material adverse effect on our business, financial condition and results of
operations
If we are unable to comply with the capital adequacy requirements stipulated by the RBI, our
business, financial condition and results of operations may be materially and adversely
affected.
We are subject to regulations relating to the capital adequacy of banks, which determine the
minimum amount of capital we must hold as a percentage of the risk-weighted assets on our
portfolio, or Capital to Risk Weighted Asset Ratio (“CRAR”). Although we have been
maintaining a CRAR under the Basel III standards, which was 12.61% as of 31 March, 2019 and
12.17% as of 30 June, 2019, 12.08% as of 30 September 2019 and 12.02% as of 31 December
2019, as compared to the regulatory minimum requirement of 10.875% (including CCB of
1.875%), we cannot assure you that we will be able to maintain our CRAR above the regulatory
requirements. Further, any adverse developments could affect our ability to continue to satisfy
the capital adequacy requirements, including deterioration in our asset quality, decline in the
values of our investments or increase in applicable risk weight for different asset classes.
The RBI has issued the guidelines on Basel III capital regulations on 2 May, 2012, pursuant to
the Monetary Policy Statement 2012-13. These guidelines become effective from 1 April, 2013
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in a phased manner. The Basel III capital ratios was initially planned to fully implement as of 31
March, 2019, which was subsequently deferred by RBI to 31 March 2020. The RBI Basel III
Capital Regulations require, among other things, higher levels of Tier 1 capital, including
common equity, capital conservation buffer, deductions from common equity Tier 1 capital for
investments in subsidiaries (with minority interest), changes in the structure of debt instruments
eligible for inclusion in Tier 1 and Tier 2 capital and preference shares in Tier 2 capital, criteria
for classification as common equity, methods to deal with credit risk and reputational risk,
introduction of a leverage ratio and criteria for investments in capital of the Banks, financial and
insurance entities (including where ownership is less than 10.0%). The RBI Basel III Capital
Regulations also stipulate that additional Tier 1 and Tier 2 capital should have loss absorbency
characteristics, which require them to be written down or be converted into common equity upon
the occurrence of a pre-specified trigger event.
With the implementation of the Basel III guidelines, we may be required to improve the quality,
quantity and transparency of Tier 1 capital, which will now have to be predominantly equity
shares. We may be required to apply regulatory deductions against core capital as opposed to
Tier 1 and Tier 2 capital and a minimum capital ratio may be set, among other suggested changes.
In addition, these changes may result in the incurrence of substantial compliance and monitoring
costs. Furthermore, with the implementation of Basel III guidelines, our ability to support and
grow our business could be limited by a declining capital adequacy ratio, if we are unable to
access or face difficulty in accessing the capital or have difficulty in obtaining capital in any other
manner.
If we fail to meet capital adequacy requirements, the RBI may take certain actions, including
restricting our lending and investment activities and the payment of dividends by us. These
actions could materially and adversely affect our business, financial condition and results of
operations.
We are required to maintain cash reserve and statutory liquidity ratios and any increase in
these requirements could materially and adversely affect our business, financial condition and
results of operations.
Under the RBI regulations, we are subject to a CRR requirement under which we are currently
required to keep 4.0% of our net demand and time liabilities in a current account with the RBI.
We do not earn interest on cash reserves maintained with the RBI. The RBI may further increase
the CRR requirement as a monetary policy measure and has done so on numerous occasions.
Increases in the CRR requirement could materially and adversely affect our business, financial
condition and results of operations.
In addition, under the Banking Regulation Act and the RBI regulations, our liabilities are subject
to an SLR requirement, according to which 18.25% of our net demand and time liabilities need
to be invested in Government securities, state government securities and other securities
approved by the RBI from time to time. In our experience, these securities generally carry fixed
coupons. When interest rates rise, the value of these fixed coupon securities depreciates. We
cannot assure you that investments in such securities will provide returns better than other market
instruments. Further, any increase in the CRR and SLR requirements would reduce the amount
of cash available for lending, which may materially and adversely affect our business, financial
condition and results of operations.
We face maturity mismatches between our assets and liabilities. Our funding is primarily
through short-term and medium-term deposits, and if depositors do not roll over deposited
funds on maturity or if we are unable to continue to increase our deposits, our business could
be adversely affected.
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Most of our funding requirements are met through short-term and medium-term funding sources,
primarily in the form of deposits. A portion of our assets have long-term maturities, creating a
possibility for funding mismatches.
In our experience, a substantial portion of our customer deposits have been rolled over on
maturity and have been, over time, a stable source of funding. However, if a significant
portion of our depositors do not roll over deposited funds upon maturity or do so for a shorter
maturity than that of our assets, which tend to have medium to long-term maturities, our liquidity
position could be adversely affected. We may be forced to pay higher interest rates in order to
attract or retain further deposits.
Our ability to raise fresh deposits and grow our deposit base depends in part on our ability to
expand our network of branches. Branch expansion plans can be undertaken subject to the
fulfilment of the conditions stipulated by RBI. There is no assurance that we will be able to
comply with conditions to meet our requirement of branch expansion to achieve the desired
growth in deposit base.
If we fail to sustain or achieve the growth rate of our deposit base, including our CASA base, our
business, liquidity position and financial condition may be adversely affected
We have concentrations of loans to and deposits from certain customers, which expose us to
risk of defaults by these borrowers and premature withdrawal of deposits by these depositors
that could materially and adversely affect our business, financial condition and results of
operations.
As of 31 March, 2019 our advances to the 20 largest borrowers accounted for approximately
8.07% (i.e. 5,957.21 Crores) compared to 31 March, 2018 our advances to the 20 largest
borrowers accounted for approximately 8.77% (i.e. 5,816.42 Crores). We cannot assure you that
there will not be any default or delay in payments of interest or principal from these borrowers.
As of 31 March, 2019 our deposits from the 20 largest depositors accounted for approximately
9.92% (i.e. 7,979.89 Crores) of our total deposits, compared to March 31, 2018 our deposits from
the 20 largest depositors accounted for approximately 8.60% (i.e. 6,194.33 Crores) of our total
deposits respectively. We cannot assure you that there will not be any premature withdrawals or
non-renewal of deposits from these depositors.
In the event that any of the above risks materialise, our financial condition and results of
operations may be adversely affected.
Deterioration in the performance of any industry sector in which we have significant exposure
may materially and adversely affect our financial condition and results of operations.
Our total exposure to borrowers is dispersed across various industry sectors, the most significant
of which are infrastructure; basic metal and metal products; and textiles
Despite monitoring our level of exposure to sectors and borrowers, any significant deterioration
in the performance of a particular sector driven by events not within our control, such as natural
calamities, regulatory action or policy announcements by central or state government authorities,
would adversely impact the ability of borrowers within that industry to service their debt
obligations to us. As a result, we would experience increased delinquency risk, which may
materially and adversely affect our business, financial condition and results of operations.
We cannot assure you that we will be able to diversify our exposure over different industry sectors
in the future. Failure to maintain diverse exposure resulting in industry sector concentration may
adversely impact our business, financial condition and results of operations, in case of any
significant deterioration in performance of such industry sector.
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Materialization of contingent liabilities could adversely affect our financial condition.
The contingent liabilities have arisen in the normal course of our business and are subject to the
prudential norms as prescribed by the RBI. If any of these contingent liabilities materialize, our
business, financial condition and results of operations could be materially and adversely affected.
We could be subject to volatility in income from our treasury operations, which could have a
material adverse effect on our results of operations, cash flows and our business.
Our treasury operations contributed 19.53%, of our total income during the Financial Year 2019.
Our income from treasury operations comprises interest and dividend income from investments,
profit from sale of investments and income from our foreign exchange operations. Our treasury
operations are vulnerable to changes in interest rates, exchange rates, equity prices and other
factors. Although we have operational controls and procedures in place for our treasury
operations, such as counterparty limits, position limits, stop loss limits and exposure limits, that
are designed to mitigate the extent of such losses, there can be no assurance that we will not incur
losses in the course of our proprietary trading on our fixed income book held in the HFT and AFS
portfolios. Any such losses could adversely affect our business, financial condition and results of
operations.
Internal or external fraud and misconduct by our employees could adversely affect our
reputation, business, results of operations and financial condition.
In the past, we have experienced acts of fraud and misconduct committed by our employees. For
further details in relation to the fraud and misconduct please refer page of this Disclosure
Document. Misconduct by our employees could include binding us to transactions that exceed
authorised limits or present unacceptable risks or hiding unauthorised or unlawful activities from
us.
Employee misconduct could also involve the improper use or disclosure of confidential
information, which could result in regulatory sanctions and serious reputational or financial harm,
including harm to our brand. It is not always possible to deter misconduct by employees and the
precautions we take and the systems we have put in place to prevent and deter such activities may
not be effective in all cases. Any instances of such misconduct or fraud could adversely affect
our reputation, business, results of operations and financial condition.
Weaknesses, disruption or failures in IT systems could adversely impact our business.
We are heavily reliant on IT systems in connection with financial controls, risk management and
transaction processing. The increasing size of our operations, which use automated control and
recording systems for record keeping, exposes us to the risk of errors in control and record
keeping. Given our high volume of transactions, certain errors may be repeated or compounded
before they are discovered and successfully rectified. Our dependence upon automated IT
systems to record and process transactions may further increase the risk that technical system
flaws will result in losses that are difficult to detect. As a result, we face the risk that the design
of our controls and procedures may prove inadequate thereby causing delays in detection or errors
in information.
Our on-line delivery channels are subject to various risks such as network connectivity failure,
information security issues and browser compatibility issues. We may also be subject to
disruptions of our IT systems, arising from events that are wholly or partially beyond our control
24
(including, for example, damage or incapacitation by human error, natural disasters, electrical or
telecommunication outages, sabotage, computer viruses, hacking, cyber-attacks or similar events,
or loss of support services from third parties such as internet backbone providers). So far, we
have not experienced widespread disruptions of service to our customers, but there can be no
assurance that we will not encounter disruptions in the future due to substantially increased
number of customers and transactions, or for other reasons. In the event we experience systems
interruptions, errors or downtime (which could result from a variety of causes, including changes
in customer use patterns, technological failure, changes to systems, linkages with third party
systems and power failures), this may give rise to deterioration in customer service and to loss or
liability to us and may materially and adversely affect our business, financial condition and
We have established and maintain a comprehensive disaster recovery centre in Bengaluru as part
of our risk management measures. However, if for any reason the switch over to the back-up
system does not take place or if a calamity occurs in both Kochi and Bengaluru such that our
business is compromised at both centres, our operations would be materially and adversely
affected.
Further, we are dependent on various external vendors for certain non-core elements of our
operations, including implementing IT infrastructure and hardware, branch roll-outs, networking,
managing our data centre and back-up support for disaster recovery and are exposed to the risk
that external vendors or service providers may be unable to fulfil their contractual obligations to
us (or will be subject to the same risk of fraud or operational errors by their respective employees)
and the risk that their (or their vendors’) business continuity and data security systems prove to
be inadequate. Failure to perform any of these functions by our external vendors or service
providers could materially and adversely affect our business, financial condition and results of
operations.
Our risk management policies and procedures may not adequately address unidentified or
unanticipated risks.
We have devoted significant resources to develop our risk management policies and procedures
and aim to continue to do so in the future. Despite this, our policies and procedures to identify,
monitor and manage risks may not be fully effective. Some of our risk management systems are
not automated and are subject to human error. Some of our methods of managing risks are based
upon the use of observed historical market behaviour. As a result, these methods may not
accurately predict future risk exposures, which could be significantly greater than those indicated
by the historical measures.
To the extent any of the instruments and strategies we use to hedge or otherwise manage our
exposure to market or credit risk are not effective, we may not be able to mitigate effectively our
risk exposures in particular market environments or against particular types of risk. Further, some
of our risk management strategies may not be effective in a difficult or less liquid market
environment, where other market participants may be attempting to use the same or similar
strategies to deal with the difficult market conditions. In such circumstances, it may be difficult
for us to reduce our risk positions due to the activity of such other market participants. Other risk
management methods depend upon an evaluation of information regarding markets, clients or
other matters. This information may not in all cases be accurate, complete, up-to-date or properly
evaluated.
Our investment and interest rate risk are dependent upon our ability to properly identify, and
mark-to-market changes in the value of financial instruments caused by changes in market prices
or rates. Our earnings are dependent upon the effectiveness of our management of changes in
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credit quality and risk concentrations, the accuracy of our valuation models and our critical
accounting estimates and the adequacy of our allowances for loan losses.
To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of
actual results, we could suffer higher than anticipated losses. See also “−If we are not able to
control the level of NPAs in our portfolio effectively or if we are unable to improve our
provisioning coverage as a percentage of gross NPA, our business may be adversely affected”
above.
Management of operations, legal and regulatory risks requires, among other things, policies and
procedures to properly record and verify a large number of transactions and events, and these
policies and procedures may not be fully effective. As we seek to expand our operations, we also
face the risk that we may be unable to develop risk management policies and procedures that are
properly designed for new business areas or to manage the risks associated with the growth of
our existing businesses. Implementation and monitoring may prove challenging with respect to
businesses that we plan on developing. If we are unable to develop and implement effective risk
management policies, it could materially and adversely affect our business, financial condition
If we fail to effectively manage our growth, it may adversely impact our business.
In the past, we have witnessed rapid growth in both our business and our branch network. The
number of branches has grown from 850 as of March 31, 2017 to 854 as of 31 March, 2018 and
to 870 as of 31 March, 2019. Our total assets have grown from 74,312.15 crores as of 31 March,
2017 to 82,685.87 crores as of 31 March, 2018 and to 92,279.22 crores as of 31 March, 2019.
Our ability to effectively manage our growth depends primarily upon our ability to manage key
issues, such as selecting and retaining skilled manpower, establishing additional branches,
achieving cost efficiencies, maintaining an effective technology platform that can be continually
upgraded, developing profitable products and services to cater to the needs of our existing and
potential customers, improving our risk management systems, developing a knowledge base to
face emerging challenges and ensuring a high standard of customer service.
A significant reduction in our credit rating could adversely affect our business, financial
condition, cash flows and results of operations.
Our debt is rated by various agencies. The Bonds proposed to be issued by the Bank have been
assigned a rating of “IND A/Negative” by India Ratings. Any downgrade in our credit ratings
may increase interest rates for refinancing our outstanding debt, which would increase our
financing costs, and adversely affect our future issuances of debt and our ability to raise new
capital on a competitive basis, which may adversely affect our business, financial condition, cash
flows and results of operations.
The Indian banking industry is intensely competitive and our inability to compete effectively
may adversely affect our business.
We face intense competition from Indian and foreign commercial banks in all our products and
services. Some Indian banks have larger customer and deposit bases, larger branch networks and
wider capital base than we have. Further, some banks have recently experienced higher growth,
achieved better profitability and increased their market shares relative to us. We also face
competition in some or all of our products and services from NBFCs, mutual funds and other
entities operating in the financial sector.
26
Liberalisation of the Indian financial sector could also lead to a greater presence or new entries
of Indian and foreign banks offering a wider range of products and services, which could
adversely affect our competitive environment. The RBI has in recent past issued licence to new
banks, small finance banks and payment banks. It has also announced possible issue of further
licence in future. Consequent increase in competition in the banking industry could adversely
affect our profitability.
We also compete with foreign banks with operations in India. These competitors include a
number of large multinational banks and financial institutions. In November 2013, the RBI
released a framework for the setting up of wholly owned subsidiaries in India by foreign banks.
The framework encourages foreign banks to establish a presence in India by granting rights
similar to those received by Indian banks, subject to certain restrictions and safeguards. Under
the current framework, wholly-owned subsidiaries of foreign banks are allowed to raise Rupee
resources through issue of non-equity capital instruments. Further, wholly-owned subsidiaries of
foreign banks may be allowed to open branches in Tier 1 to Tier 6 centres (except at a few
locations considered sensitive on security considerations) without having the need for prior
permission from RBI in each case, subject to certain reporting requirements. The guidelines may
result in increased competition from foreign banks.
In addition, the moderation of growth in the Indian banking sector is leading to greater
competition for business opportunities. We may face attrition and difficulties in hiring at senior
management and other levels due to competition from existing Indian and foreign banks, as well
as new banks entering the market. Due to such intense competition, we may be unable to execute
our growth strategy successfully and offer competitive products and services, which may
materially and adversely affect our business, financial condition and results of operations.
We are involved in various legal proceedings, which if determined against us, could have an
adverse impact on our financial condition, cash flows and results of operations.
Our Bank is involved in various civil, criminal, taxation and regulatory proceedings. Most of
these proceedings are incidental to our business and banking operations and have generally arisen
in relation to recovery of dues from our borrowers, claims and consumer complaints from our
customers and in relation to certain claims from dismissed employees.
We cannot assure you that these legal proceedings will be decided in our favour. In addition,
should any developments arise, such as changes in Indian law or rulings against us by the
regulators, courts or tribunals, we may need to make provisions in our financial statements, which
could increase our expenses and current liabilities. If we fail to successfully defend our claims or
if our provisions prove to be inadequate, our financial condition and results of operations could
be adversely affected.
We are exposed to fluctuations in foreign exchange rates.
We undertake various foreign exchange transactions to hedge our customers’ business and for
proprietary trading, which exposes us to various kinds of risks, including credit risk, market risk
and exchange risk. We have adopted a market risk management policy, which is also articulated
in our asset liability management policy, to mitigate risks through various risk limits such as
counterparty limits, country wide exposure limits, daylight limits, overnight open position limits,
aggregate gap limits and value at risk limits. Adverse movements in foreign exchange rates may
also impact our borrowers negatively, which may in turn impact the quality of our exposure to
these borrowers. Volatility in foreign exchange rates could materially and adversely affect our
financial condition and results of operations.
27
We are exposed to possible losses arising out of derivative transactions, which could have a
material adverse effect on our financial condition and results of operations.
We undertake foreign exchange forward contracts for our customers and hedge them with other
banks. We are also engaged in the proprietary trading of foreign exchange forward contracts.
Our proprietary derivative transactions are subject to regular monitoring by our risk assessment
committee to ensure compliance with limits prescribed by the RBI. However, we cannot assure
you that we will be able to anticipate the movement in foreign exchange or at all. Failure to
anticipate the foreign exchange movement could cause us to incur losses in such derivatives or
forward contracts, thereby adversely affecting our financial condition and results of operations.
We lease most of our business premises and any failure to renew such leases or their renewal
on terms unfavourable to us may affect our business, financial condition and results of
operations.
Most of our business premises are leased. A failure to renew these lease agreements or a failure
to renew these lease agreements on terms favourable to us may require us to relocate operations.
If we are required to relocate operations, this may cause a disruption in our operations or result
in increased costs, or both, which may adversely affect our business, financial condition and
We may also face the risk of being evicted in the event that our landlords allege a breach on our
part of any terms under these lease agreements. This may cause a disruption in our operations or
result in increased costs, or both, which may adversely affect our business, financial condition
We may face labour disruptions that would interfere with our operations and have an adverse
impact on our business, financial condition, cash flows and results of operations.
We are exposed to the risk of strikes and other industrial actions. Most of our employees up to
Scale IV are unionised and are members of South Indian Bank Officer’s Association and South
Indian Bank Employees Association. While our relations have been good with our employees,
we cannot guarantee that our employees will not undertake or participate in strikes, work
stoppage or other industrial action in the future. Any such event could disrupt our operations,
possibly for a significant period of time, result in increased wages and other benefits or otherwise
have an adverse effect on our business, financial condition, cash flows and results of operations.
We depend on the accuracy and completeness of information about customers and

counterparties and any misrepresentation, errors or incompleteness of such information could
cause our business to suffer.
In deciding whether to extend credit or enter into other transactions with customers and
counterparties, we may rely on information furnished to us by or on behalf of customers and
counterparties, including financial statements and other financial information. We may also rely
on certain representations as to the accuracy and completeness of that information and, with
respect to financial statements, on reports of independent auditors. For example, in deciding
whether to extend credit, we may assume that a customer’s audited financial statements conform
to generally accepted accounting principles and present fairly, in all material respects, the
financial condition, results of operations and cash flows of the customer.
The difficulties associated with the inability to accurately assess the value of collateral and to
enforce rights in respect of collateral, along with the absence of such accurate statistical,
corporate and financial information, may decrease the accuracy of our assessments of credit risk,
thereby increasing the likelihood of borrower default on our loan and decreasing the likelihood
28
that we would be able to enforce any security in respect of such a loan or that the relevant
collateral will have a value commensurate to such a loan.
Difficulties in assessing credit risks associated with our day-to-day lending operations may lead
to an increase in the level of our non-performing and restructured assets, which could materially
and adversely affect our business, financial condition and results of operations.
Our introduction of new products and services may not be successful and, as a result our
reputation could be harmed.
We may incur substantial costs to expand our range of products and services and cannot guarantee
that such new products will be successful once they are offered as a result of circumstances
beyond our control, such as general economic conditions, or due to inherent shortcomings of such
products and services. In addition, we may not correctly anticipate our customers’ needs or
desires, which may change over time. In the event that we fail to develop and launch new products
or services successfully, we may lose any or all of the investments that we have made in
promoting them, and our reputation with our customers would be harmed. In addition, if our
competitors are better able to anticipate the needs of those individuals in our target market, our
market share could decrease and our business could be adversely affected.
Our insurance coverage could prove inadequate to satisfy potential claims. If we were to incur
a serious uninsured loss or a loss that significantly exceeds the limits of our insurance policies,
it could have a material adverse effect on our financial condition and results of operations.
We have taken out insurance within a range of coverage consistent with industry practice in India
to cover certain risks associated with our business. We cannot assure you that our current
insurance policies will insure us fully against all risks and losses that may arise in the future.
Even if such losses are insured, we may be required to pay a significant deductible on any claim
for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss.
In addition, our insurance policies are subject to annual review, and we cannot assure you that
we will be able to renew these policies on similar or otherwise acceptable terms, or at all. If we
were to incur a serious uninsured loss or a loss that significantly exceeds the limits of our
insurance policies, it could have a material adverse effect on our financial condition and results
of operations.
We are subject to Risk Based Supervision (“RBS”) by RBI. Non-compliance with RBI
guidelines could result in penalties which may adversely affect our business, financial
condition or results of operations.
We are subject to Risk Based Supervision by RBI, in the past certain observations were made by
RBI during the RBS regarding our business and operations in its RBS reports. Similar
observations could also be made by the RBI during RBS in future. Inspection by the RBI is a
regular exercise and is carried out periodically by the RBI for all banks and financial institutions.
While we attempt to be in compliance with all regulatory provisions applicable to us, in the event
we are not able to comply with the observations made by the RBI, we may be subject to penalties
by the RBI. Imposition of any penalty by RBI may have a material adverse effect on our
reputation, financial condition and results of operations.
The proposed adoption of IND AS could result in our financial condition and results of
operations appearing materially different than under Indian GAAP.
The Institute of Chartered Accountants of India has issued Ind AS (a revised set of accounting
standards) which largely converges the Indian accounting standards with International Financial
Reporting Standards (IFRS). The Ministry of Corporate Affairs (MCA) has notified these
29
accounting standards (Ind AS) for adoption. The Reserve Bank of India (RBI) through vide
notification DBR. BP. BC. No. 29/ 21.07.001/ 2018-19 dated March 22, 2019, has deferred the
implementation of Indian Accounting Standards (Ind AS) till further notice.
If we need to prepare our financials from any financial year going forward according to these
revised standards, our financial condition, results of operations, cash flows or changes in
shareholders’ equity may appear materially different under IND AS than under Indian GAAP.
This may have a material effect on the amount of income recognised during that period and in
the corresponding period in the comparative period. In addition, in our transition to IND AS
reporting, we may encounter difficulties in the ongoing process of implementing and enhancing
our management information systems.
Economic instability and volatility in securities markets in other countries may also impact the
price of the Bonds.
The Indian market and the Indian economy are influenced by economic and market conditions in
other countries, particularly emerging market countries in Asia. Financial turmoil in Europe and
elsewhere in the world in recent years has affected the Indian economy. Although economic
conditions are different in each country, investors’ reactions to developments in one country can
have adverse effects on the securities of companies in other countries, including India. In the
recent past, the currencies of a few Asian countries including India suffered depreciation against
the US Dollar owing to amongst other, the announcement by the US government that it may
consider reducing its quantitative easing measures. A loss of investor confidence in the financial
systems of other emerging markets may cause increased volatility in Indian financial markets
and, indirectly, in the Indian economy in general. Any worldwide financial instability could also
have a negative impact on the Indian economy. Financial disruptions may occur again and could
harm our business, future financial performance and the prices of the Bonds.
The global credit and equity markets have experienced substantial dislocations, liquidity
disruptions and market corrections in recent years. Since September 2008, liquidity and credit
concerns and volatility in the global credit and financial markets increased significantly with the
bankruptcy or acquisition of, and government assistance extended to, several major US and
European financial institutions. These and other related events, such as the European sovereign
debt crisis, have had a significant impact on the global credit and financial markets as a whole,
including reduced liquidity, greater volatility, widening of credit spreads and a lack of price
transparency in global credit and financial markets. In response to such developments, legislators
and financial regulators in the United States and other jurisdictions, including India, have
implemented a number of policy measures designed to add stability to the financial markets.
However, the overall impact of these and other legislative and regulatory efforts on the global
financial markets is uncertain, and they may not have the intended stabilising effects. In the event
that the current difficult conditions in the global credit markets continue or if there is any
significant financial disruption, the trading volume and price of the Bonds may be adversely
affected.
A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the
Indian economy, which could adversely affect us
A decline or future material decline in India’s foreign exchange reserves could impact the
valuation of the Rupee and could result in reduced liquidity and higher interest rates which could
adversely affect our borrowing rates and future financial performance.
Failure to obtain or renew regulatory approvals required in the ordinary course of our
business, in a timely manner or at all, may adversely affect our operations.
30
We require certain statutory and regulatory permits, licenses and approvals, including for change
of land use, in the ordinary course of our business, including approval, licenses and registrations
from the RBI. We may encounter problems or delays in obtaining these approvals or licenses in
fulfilling the conditions to any required approvals. There may also be delays on the part of
administrative bodies in reviewing applications and granting approvals. Any failure to obtain or
renew required approvals on acceptable terms or in a timely manner may disrupt the schedule of
development or sale or leasing of our projects and, in turn, adversely affect our business, results
of operation and financial condition.
RISKS RELATING TO THE ISSUE AND THE BONDS
We cannot assure you that our Bonds issued in this Private Placement will be listed on the
Stock Exchange in a timely manner or at all, which may restrict your ability to dispose of the
Bonds
In accordance with Indian law and practice, permission for listing of the Bonds will not be granted
by the Stock Exchange until after the Bonds offered in this Issue have been allotted. There could
be a failure or delay in listing the Bonds on the Stock Exchange which would restrict your ability
to dispose of the Bonds.
After this Placement, active trading market for our Bonds may not develop
The Bonds are a new issue of securities for which there is currently no trading. No assurance can
be given that an active trading market for the Bonds will develop, or as to the liquidity or
sustainability of any such market, the ability of holders to sell their Bonds or the price at which
holders of the Bond will be able to sell their Bond. If an active market for the Bonds fails to
develop or be sustained, the trading price of the Bonds could fall. If an active trading market were
to develop, the Bonds could trade at prices that may be lower than the initial offering price of the
Bonds. Whether or not the Bonds will trade at lower prices depends on many factors, including:
(i) prevailing interest rates and the market for similar securities, (ii) general economic conditions
and (iii) the Issuer’s financial condition, financial performance and future prospects.
We may not be in a position to redeem or repay the Bonds
Upon occurrence of a material adverse change or acceleration following an event of default or

delisting of the Issuer’s securities from BSE, the Bond holders may require the Issuer to
repurchase all (or a portion of) such Bonds. Following acceleration of the repayment of the
Bonds, the Issuer would be required to pay all amounts then due under the Bonds. The Issuer may
not be able to repurchase all or any of such Bonds or pay all amounts due under the Bonds if the
Issuer does not have sufficient cash flow to repurchase or repay the Bonds.
Compounding of Risks on investment in our Bonds
An investment in the Bonds involves multiple risks and such investment should only be made
after assessing the direction, timing and magnitude of potential future changes in the interest
rates, the risks associated with such investments and the terms and conditions of the Bonds. More
than one risk factor may have simultaneous effects with regard to the Bonds 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 assurance can be given as to the effect
that any combination of risk factors may have on the value of the Bonds.
The Bonds may not be a suitable investment for all purchasers
Potential Investors should ensure that they understand the nature of the Bonds and the extent of
31
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 Bonds and that they consider the suitability of the Bonds as an investment in
the light of their own circumstances and financial condition.
Changes in interest rates may affect the price of the Bonds
All securities where a fixed rate of interest is offered, such as the Bonds, 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 interest, 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 Bonds.
We are not required to create a debenture redemption reserve
As per the Companies (Share Capital and Debentures) Rules, 2014, save and except certain
companies governed by RBI and banking companies, every company is required to create DRR
for the purpose of redemption of debentures. Hence, we are not required to create DRR.
Accordingly, we may not consider it necessary to create DRR. Consequently, the Investor may
not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or
the interest accrued thereon in connection with the Bonds.
The Bonds are being issued in compliance with RBI Guidelines/ RBI Norms, in terms of which
the Bondholders may be exposed to the risk of losing their investment amount under certain
specified conditions.
The present Issue of Bonds is being made in pursuance of master circular no.
DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 issued by the Reserve Bank of India
on Basel III Capital Regulations (“Master Circular”) covering terms and conditions for issue of
perpetual debt instruments in additional Tier 1 capital (Annex 4 of the Master Circular) and
minimum requirements to ensure loss absorbency of all non-equity regulatory capital instruments
at the point of non-viability (Annex 16 of the Master Circular). In the event of any inconsistency
in terms of the Bonds as laid down in the Disclosure Document/ Summary Term Sheet/ or any
other Transaction Document and terms of Master Circular, the provisions of Master Circular shall
prevail.
The Bonds, at the option of the Reserve Bank of India, may be written off upon the occurrence
of the trigger event, called the ‘Point of Non-Viability (PONV) Trigger’ stipulated below. The
amount of Bonds to be written-off will be determined by the RBI.
The PONV Trigger event is the earlier of:

a) a decision that a full and permanent write-off, without which the Bank would become
non-viable, is necessary, as determined by the Reserve Bank of India; and
b) the decision to make a public sector injection of capital, or equivalent support, without
which the Bank would have become non-viable, as determined by the relevant authority.
The write-off of any Common Equity Tier 1 capital shall not be required before the write-off of
any Non-equity (Additional Tier 1 and Tier 2) regulatory capital instrument
32
Such a decision would invariably imply that the write-off consequent upon the trigger event must
occur prior to any public sector injection of capital so that the capital provided by the public
sector is not diluted. As such, the contractual terms and conditions of an instrument must not
provide for any residual claims on the Issuer which are senior to ordinary shares of the Bank (or
banking group entity where applicable), following a trigger event and when write-off is
undertaken.
The provisions with respect to (a) determination of a non-viable Bank; (b) restoring viability; (c)
replenishment of equity; (d) treatment of Bonds in the event of winding-up, amalgamation,
acquisition, re-constitution etc. of the Bank; (e) order of write-off/ seniority of claims of the
Bondholders and (f) criteria to determine the PONV have been set forth in details in the Summary
Term Sheet.
5. REGULATORY DISCLOSURE
The Disclosure Document is prepared in accordance with the provisions of SEBI Debt Listing
Regulations and in this section, the Bank has set out the details required as per Schedule I of the
SEBI Debt Regulations and Form No. PAS-4 (Private Placement Offer cum Application Letter)
pursuant to the PAS Rules.
5.1. Documents Submitted to the Exchanges

The following documents have been / shall be submitted to the Stock Exchanges along with the
listing application:
 Memorandum and Articles of Association of the Bank and necessary resolution(s) for
the allotment of the Bonds;
 Copy of the audited Annual Reports for the last three years;
 Statement containing particulars of, dates of, and parties to all material contracts and
agreements;
 Copy of the resolution passed by the shareholders of the Bank held on July 17, 2019,
authorizing the issue / offer of non-convertible debentures by the Bank;
 Copy of the Board resolution dated January 16, 2020 authorizing the borrowing and list
of authorized signatories;
 An undertaking from the Bank stating the debenture trust deed would be executed within
the time frame prescribed in the relevant regulations / acts / rules, etc. and the same would
be uploaded on the website of the BSE, where the debt securities have been listed, within
5 (five) working days of execution of the same; and
 Any other particulars or documents that the recognized stock exchange may call for as it
deems fit.
As the Bonds are unsecured, creation of charge is not applicable.
5.2. Documents Submitted to Trustee

The following documents have been / shall be submitted to the Trustee:
(a) Memorandum and Articles of Association of the Bank and necessary resolution(s) for
the allotment of the Bonds;
(b) Copy of the audited Annual Reports for the last three years;
(c) Statement containing particulars of, dates of, and parties to all material contracts and
agreements;
(d) Latest audited / limited review half yearly consolidated (wherever available) and
standalone financial information (profit and loss statement, balance sheet and cash flow
statement) and auditor qualifications, if any.
(e) An undertaking to the effect that the Bank would, submit the details mentioned in point
(d) above to the Trustee within the timelines as mentioned in Simplified Listing
33
Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May

11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual
result. Further, the Bank shall within 180 (One Hundred and Eighty) calendar days from
the end of the financial year, submit a copy of the latest annual report to the Trustee and
the Trustee shall be obliged to share the details submitted under this clause with all
‘Qualified Institutional Buyers’ and other existing debenture-holders within 2 (two)
Business Days of their specific request.
5.3. Bank Information

a. Name and address of the following:-
(i) Registered office of the Issuer:

Address : SIB HOUSE, T.B. ROAD, MISSION QUARTERS,
THRISSUR- 680 001, KERALA, INDIA
Ph : +91-487-2420020, 2420058, 2420113
Fax : +91 487 2442021
Email : [email protected]
(ii) Corporate Office of the Bank
SIB HOUSE, T.B. ROAD, MISSION

ADDRESS : QUARTERS,
Ph : +91-487-2420020, 2420058, 2420113
Fax : +91 487 2442021
(iii) Compliance Officer of the Bank
SHRI. JIMMY MATHEW

ADDRESS : SIB HOUSE, T.B. ROAD, MISSION
QUARTERS,
Ph : 0487 – 2429333
Fax : 0487 - 2424760
(iv) CFO of the Bank
SMT. CHITHRA.H
ADDRESS : SIB HOUSE, T.B. ROAD, MISSION
QUARTERS,
Ph : 0487 – 2429343
Fax : 0487 - 2442021
(v) Sole Arranger
34
TRUST INVESTMENT ADVISORS PVT.LTD

ADDRESS :1101, Naman Centre, BKC, Mumbai-51.
PH : +91 22 4084 5000
Website : www.trustgroup.in
(vi) Trustee of the Issue
IDBI TRUSTEESHIP SERVICES LIMITED

ADDRESS : Asian Building, Ground Floor,
17, R.Kamani Marg, Ballard Estate,
Mumbai-400001
Ph : +91-22-4080 7000
Fax : +91-22-6631 1776
Website : www.idbitrustee.com
SEBI Registration IND000000460
No:
(vii) Registrar of the Issue
BTS CONSULTANCY SERVICES PRIVATE LIMITED.

ADDRESS : M S Complex, 1st Floor,Plot No.8,
SastriNagar, Near RTO / 200 Feet Road,
Kolathur, Chennai–600099
Ph : 044 2556 5121
Fax : 044 2556 5131
Website : www.btsindia.com
SEBI Registration INR200004031
No:
(viii) Credit Rating Agency of the Issue
INDIA RATINGS & RESEARCH PRIVATE LIMITED

ADDRESS : S 206, Manipal Centre,
Dickenson Road,
Bangalore 560 042
Ph : +91 80 4206 6191/92
Fax : +91 80 4206 6194
Email : www.indiaratings.co.in
(ix) Auditor of the Issuer
M/S VARMA & VARMA
ADDRESS Chartered Accountants

: Kerala Varma Tower,
Building No.53/600 B,C,D &E
Off. Kunjanbava Road, Vyttila
Kochi – 682 019, India
35
M/S VARMA & VARMA

Phone : +91 484 230 2223
Fax : +91 484 230 6046
(x) Legal counsel to the Issue
KHAITAN & CO
ADDRESS : One Indiabulls Centre

13th Floor, Tower1
841 SenapatiBapat Marg
Mumbai 400 013
Phone : 022 – 66365000
5.4. A brief summary of the business/ activities of the Bank and its line of business containing
at-least following information:-
5.4.1. Overview
We were incorporated on January 25, 1929 in Thrissur, Kerala, with the goal of providing a safe,
efficient and service-oriented repository of savings to the local community and to reduce the
dependence of the business community on moneylenders by providing need-based credit at a
reasonable rate of interest. We became a scheduled bank in 1946.
We are one of the leading scheduled commercial banks in South India and offer a wide range of
products and services to corporate and retail customers through a variety of delivery channels.
We have a pan-India presence and as of 31 December, 2019, we had 870 branches and 1407
ATMs/CRMs/CDMs/BNAs, located in 26 states and 4 union territories. As on 31 March 2019
we had no subsidiaries.
We have three main business lines:
 Retail Banking;
 Corporate Banking; and
 Treasury Operations.
Our retail banking portfolio consists of savings, demand and time deposit services, housing loans,
auto loans, educational loans, other personal loans, loans backed by gold, and other personal
banking products. We also provide agricultural loans, loans to traders and Micro, Small and
Medium Enterprises (“MSME”). We offer our customers a suite of technological products,
including global debit cards, “anywhere banking” facilities, mobile banking, RTGS, National
Electronic Fund Transfer (“NEFT”) and Internet banking. We also distribute third party financial
products, such as insurance (life and non-life) and mutual fund products. In addition, we provide
depository services and are a depository participant for CDSL. We are also accredited by NPS to
act as point of presence under various schemes for enrolling by general public.
Our customer base is geographically and economically diverse, although most of our customers
are in South India. We also serve the NRI market. We have remittance facilities for NRIs by way
of draft-drawing arrangements and speed remittance facilities under the name SIB EXPRESS.
We have received permission from Central Bank of Dubai and from RBI to open a representative
36
office in Dubai and we are also providing managerial support to an exchange house in UAE to
facilitate instantaneous credit of remittances from overseas by electronic transmission. Our SIB
Pravasi Swagath loan scheme caters for NRIs returning to India on a permanent basis.
We offer various banking products to our corporate and commercial customers, including term
loans, short term loans, cash credit, working capital finance, export credit, bill discounting, line
of credit, letters of credit and guarantees.
Our treasury operations comprise liquidity management by seeking to maintain an optimum level
of liquidity, while complying with the CRR and the SLR. We maintain the SLR through a
portfolio of central Government, state Government and Government-guaranteed securities that
we actively manage to optimise yield and benefit from price movements. We are also involved
in the trading of debt securities, equity securities and foreign exchange within permissible limits.
We have received numerous awards. Some of our more recent awards include Best MSME Bank-
Runner Up, instituted by Chamber of Indian Micro, Small & Medium Enterprises, National
Payments Excellence Award for RuPay instituted by NPCI, Kerala Management Association
(KMA)-Corporate Social Responsibility CSR) Award and ‘Best Performing Primary Lending
Institution (PLI) of HUDCO’ under Credit Linked Subsidy Scheme (CLSS). This prestigious
award is a recognition of the Bank’s contribution to promote credit under CLSS in 2017-18 ,
“Best Technology Bank of the Year” in IBA Technology Awards 2018 for its Payment initiatives
and use of Digital & Channel Technologies. The Bank also won the Social Banking Excellence
Award from ASSOCHAM under the Priority Sector Lending. The Bank bagged the Award for
Best Financial Services & Foreign Exchange Earner in South Region (Gold) 2015-16 from FIEO
(Federation of Indian Export Organisations), prestigious Digital India Excellence award 2017 for
innovation in Mobile app. “Digital E-lock” in the 5th Pan IIM World Management Awards 2017,
Best Bank Award for Digital Banking among Small Banks and Best Bank Award for High
performance IT Ecosystem among Small Bank in the thirteenth edition of the IDRBT Banking
Technology Excellence Awards 2016-17, Dun & Bradstreet, India’s Top Banks & Banking
Awards 2017, in the category Best Private Sector Bank – Priority Sector Lending (Agriculture),
IBA Banking Technology award for the category “Best Technology Bank of the year”, Finnoviti
Award – 2017 by Banking Frontiers in association with Deloitte for Best Innovation in Banking
Technology, National Payments Excellence Award – 2016 by NPCI for the performance, efforts
and contribution on NPCI products, Bank received the FIEFO Export Excellence Award 2014-
15 in the Best Financial Institution Category (Southern Region) from Hon’ble Minister of State
(Independent Charge) for Commerce & Industry, Govt of India, SIB Mirror our mobile banking
App has been chosen as a winner in “Finnoviti 2017” award, by Banking Frontiers which honours
innovation in Banking Technology, “SIB Mirror” mobile banking application have Won Award
in IDBRT Banking Application Contest – IBAC-2016 conducted by IDBRT, Hyderabad, Best
Bank (Private Sector) in the BFSI (Banking, Financial Services and Insurance) Awards 2015
instituted by ABP News, prestigious Banking Technology Excellence Award (tenth Edition -
2014) for “Best It Team’ from IDBRT, Inspiring Work Places award from Banking Frontiers in
2014.
Performance:
Our gross advances plus deposits aggregated were Rs. 1,27,138.58 crores, Rs. 1,44,056.04 crores
and total assets were Rs. 82,685.87 crores, Rs. 92,279.22 crores as of March 2018 and 2019
respectively. Our total income was Rs. 7,030.06 crores and Rs. 7,602.74 crores for the financial
years 2018 and 2019 respectively. Our net profit (after tax) was Rs. 334.89 crores and Rs. 247.53
crores for the financial years 2018 and 2019, respectively.
Deposits:
37
The total deposits of the bank have increased from Rs. 72,029.59 crores as on (31 March 2018)
to Rs. 80,420.12 crores (as on 31 March 2019) registering a growth by Rs. 8,390.53 crores
equivalent to 11.65% in one financial year. Out of the total growth in deposits, term deposit have
increased from Rs. 54,887.85 crores (as on 31 March 2018) to Rs. 60,952.97 crores (as on 31
March 2019), being a growth by Rs. 6,065.12 crores equivalent to 11.05% in percentage terms
and CASA Deposits increased from Rs. 17,141.74 crores as on 31 March 2018 to Rs. 19,467.15
crores as at 31 March 2019 registering a growth by Rs. 2,325.41 crores equivalent to 13.57%.
Advances:
Gross Advances of the Bank have also experienced a moderate growth, reflecting an increase by
Rs. 8,526.93 crores from Rs. 55,108.99 crores (as on 31 March 2018) to Rs. 63,635.92 crores as
on 31 March 2019 registering by a growth of 15.47%.
Income:
Total Income. Our total income increased by 8.15% to Rs. 7,602.74 crores for the financial year
2019 from Rs. 7,030.05 crores for the financial year 2018 as a result of a 11.04% increase in
interest income.
Interest Earned. Our interest earned increased by 11.04% to Rs. 6,876.52 crores for the financial
year 2019 from Rs. 6,192.81 crores for the financial year 2018. The primary reasons for this
increase are discussed below.
Interest received and discounts on advances and bills increased by 13.15% to Rs. 6,272.65 crores
for the financial year 2019 from Rs. 4,769.18 crores for the financial year 2018, due to a 17.31%
increase in average advances to Rs. 56,581.08 crores for the financial year 2019 from Rs.
48,230.76 crores for the financial year 2018, which was partially offset by a decrease in average
yield on advances to 9.54% during the financial year 2019 from 9.89% during the financial year
2018.
 Income from investments increased by 1.31% to Rs. 1,286.14 crores for the financial
year 2019 from Rs. 1,269.50 crores for the financial year 2018, which was mainly due to
a 1.15% increase in average investments to Rs. 19,194.08 crores for the financial year
2018 from Rs. 18,975.62 crores for financial year 2018, futher the average yield on
investments improved from 6.69% for the financial year 2018 to 6.70% for the financial
year 2019.
 Interest on other inter-bank funds increased by 86.20% to Rs. 1,6.44 crores for the
financial year 2019 from Rs. 19.07 crores for the financial year 2018. This increase was
primarily due to increase in average call lending to Rs. 236.30 crores for the financial
year 2019 from Rs. 34.95 crores for the financial year 2018.
Other Income. Our other income decreased by 13.26% to Rs. 726.21 crores for the financial year
2019 from Rs. 837.24 crores for the financial year 2018. The primary reasons for this decrease
was decrease in income from PSLC by Rs.56.52 Cr, Treasury income by Rs.60.05 Cr etc.
Expenditure:
Our total expenditure including provision increased by 9.86% to Rs. 7,355.20 crores for the
financial year 2019 from Rs. 6,695.16 crores for the financial year 2018 as a result of 14.89%
increase in interest expended, 13.99% increase in operating expenses which was partially offset
by decrease in provisions (including tax) by 13.48%.
38
Interest Expended. Our interest expended increased by 14.89% to Rs 4,856.82 crores for the
financial year 2019 from Rs. 4,227.29crores for the financial year 2018. The primary reasons for
this increase are discussed below.
 Interest paid on deposits increased by 13.24% to Rs. 4549.90 crores for the financial year
2019 from Rs. 4018.00 crores for the financial year 2018, which was primarily due to a
11.92% increase in average deposits to Rs. 73,949.06 crores for the financial year 2019
from Rs. 66,073.83 crores for the financial year 2018, further the average cost of deposits
moved from 6.08% for the financial year 2018 to 6.15% for the financial year 2018.
 Interest paid on RBI / inter-bank and other borrowings increased by 65.85% to Rs. 306.92
crores for the financial year 2019 from Rs. 209.28 crores for the financial year 2018,
which was mainly due to increase in average cost of borrowings from 6.14% for the
financial year 2018 to 7.40% for the financial year 2019.
Operating Expenses. Our operating expenses increased by 13.99% to Rs. 1506.93 crores for the
financial year 2019 from Rs. 1321.98 crores for the financial year 2018. The primary reasons for
this increase are discussed below.
 Payments to and provisions for employees increased by 15.17% to Rs.821.43 crores for
the financial year 2019 from Rs. 713.22 crores for the financial year 2018. The primary
reasons for this decrease was due to increase in the number of employees to 8,440 as of
March 31, 2019 from 7,946 as of March 31, 2018 and incremental gratuity liability due
to enhancement of gratuity ceiling payable to an employee under Payment of Gratuity
Act, 1972 to Rs.20 lakhs from earlier limit of Rs.10 Lakhs.
 Our other operating expenses increased by 12.61% to Rs. 685.50 crores for the financial
year 2019 from Rs. 608.76 crores for the financial year 2018, which was mainly due to
increase in communication cost by Rs.15.51 crores, Repairs and maintenance by
Rs.13.33 crores and Rs.22.02 Crore on other expenditure.
Provisions and Contingencies. Our provisions and contingencies increased by 39.39% to Rs.
1,145.90 crores for the financial year 2018 from Rs. 822.09 crores for the financial year 2017.
The primary reasons for this increase are discussed below
Our Provisions (Other than Taxes) and Contingencies. Our provisions (other than tax) and
contingencies decreased by 12.48% to Rs. 858.48 crores for the financial year 2019 from Rs.
980.90 crores for the financial year 2018. The primary reasons for this increase are discussed
below.
 Our provision for NPAs/NPI’s increased by 0.20% to Rs. 687.71 crores for the financial
year 2019 from Rs. 686.32 crores for the financial year 2018. Our gross NPA ratio has
increased to 4.92% as of March 31, 2019 from 3.59% as of March 31, 2018 and our net
NPA ratio has also increased to 3.45% as of March 31, 2019 from 2.60% as of March
31, 2018.
 Other impaired assets provision decreased to Rs. -10.02 crores for the financial year 2019
from Rs. 21.25 crores for the financial year 2018. The primary reason for this decrease
was due to write back in provision made for certain irregularities in the nature of fraud
at one of the branches due to insurance claim receipt.
 The provision for funded interest term loan increased by 136.04% to Rs. 2.19 crores for
the financial year 2019 from write back of Rs. 6.08 crores for the financial year 2018.
 Our provision for depreciation in the value of investments in the financial year 2019 has
decreased to Rs 140.23 crores, compared to Rs. 316.11 crore during the financial year
2018, the 2018 figures was higher due to depreciation of Rs. 252.39 Crore on account of
diminution in net asset value (NAV) of investments in Security Receipts on the basis of
NAV declared by Asset Reconstruction Company.
39
Provision for Tax. Our total provision for tax decreased by 19.41% to Rs. 132.97 crores for the
financial year 2019 from Rs. 165.00 crores for the financial year 2018. This was primarily due to
decrease in our profit before tax to Rs. 380.50 crores for the financial year 2019 from Rs. 499.89
crores for the financial year 2018.
Profit:
As a result of the above, our net profit decreased by 26.09% to Rs.247.53 crores for the financial
year 2019 from Rs. 334.89 crores for the financial year 2018.
Capital Adequacy:
The Bank is subject to the capital adequacy guidelines stipulated by RBI, which are based on the
framework of the Basel Committee on Banking Supervision. As per Basel III guidelines, the
Bank is required to maintain a minimum Capital to Risk Weighted Assets Ratio (CRAR) of 9%
{11.5% including Capital Conservation Buffer (CCB)}, with minimum Common Equity Tier 1
(CET1) of 5.5% (8% including CCB) as on 31st March 2020. These guidelines on Basel III are
to be implemented beginning 1st April 2013 in a phased manner, the minimum total capital
including CCB required to be maintained by the Bank for the year ended 31st March 2020 is
10.875% with minimum Common Equity Tier 1 (CET1) plus CCB of 7.375%.
The bank is following standardized approach, Standardized Duration approach and Basic
Indicator approach for measurement of capital charge in respect of credit risk, market risk and
operational risk respectively. Besides, computation of CRAR under the Pillar I requirement, the
Bank also periodically undertakes stress testing in various risk areas to assess the impact of
stressed scenario or plausible events on asset quality, liquidity, profitability and capital adequacy.
The bank conducts Internal Capital Adequacy Assessment Process (ICAAP) on quarterly basis
to assess the sufficiency of its capital funds to cover the risks specified under Pillar- II of Basel
guidelines. The adequacy of banks‟ capital funds to meet the future business growth is also
assessed in the ICAAP document.
CRAR of the Bank:
CRAR of the Bank under Basel III Guidelines decreased to 12.61% as on 31 March, 2019 from
12.70% as on 31 March, 2018 this was mainly due to increase in advance during the financial
year 2019.
5.4.2. Brief Particulars of the Management of the Bank
Please refer to section titled “Following details regarding the directors of the Issuer”
5.4.3. Corporate Structure
Please see Annexure VII.
5.4.4. Key Operational and Financial Parameters for the last 3 audited years (Without
restatements)
Key Operational and Financial Parameters of the Bank for the last 3 Audited years and
Unaudited Results up to December 31, 2019 on a standalone basis are as under:
40
Particulars Up to 30 For For For

December
2019
(in crores) FY 2018- FY 2017- FY 2016-17
19 18
(in crores) (in (in crores)
crores)
Net worth 5181.17 4946.13 4741.81 4379.47
Total Debt
- Non-current maturities of long
term borrowings 2787.86 3540.00 2278.30 816.79
- Short term borrowings 1523.48 1363.20 1765.08 1140.97

- current maturities of long term
borrowings
Net Fixed Assets 793.91 654.10 634.89 614.60
Non-current Assets 85242.52 81484.99 72247.65 62471.54
Cash and Cash Equivalents 4559.84 4822.75 4221.05 3887.72
Current Investments 3821.66 3628.89 3941.17 5702.84
Other Current Assets 2043.85 1592.41 1524.12 1500.13
Non-current Liabilities 84873.70 80420.12 72029.59 66117.49
Other Current Liabilities 1696.33 1620.57 1371.68 1391.45
Assets under management
Off balance Sheet Assets 8546.15 9669.37 11507.65 7215.15
Interest Income 5816.13 6876.52 6192.81 5847.08
Interest Expense 4094.39 4856.82 4227.29 4171.64
Provisioning & write- offs 863.94 991.45 1145.90 822.09
PAT 248.27 247.53 334.89 392.50
Gross NPA (%) 4.96 4.92 3.59 2.45
Net NPA (%) 3.44 3.45 2.60 1.45
Tier 1 Capital Adequacy Ratio (%) 9.58 9.97 10.41 10.88
Tier 2 Capital Adequacy Ratio (%) 2.44 2.64 2.29 1.49
5.4.5. Profits of the Bank, before and after making provision for tax, for the three
financial years immediately preceding the date of circulation of Disclosure
Document
Particulars 2018-2019 2017-2018 2016-2017
Profit Before Tax 380.50 499.89 600.22
Profit after Tax 247.53 334.89 392.50
41
5.4.6. Dividends declared by the Bank in respect of the said three financial years; interest
coverage ratio for last three years (Cash profit after tax plus interest paid/interest
paid):
Particulars 2018-2019 2017-2018 2016-2017
Dividend Declared 25% 40% 40%
Interest coverage 106.53% 109.43% 110.98%

Ratio
5.4.7. Gross Debt: Equity Ratio of the Issuer as on December 31 2019
BEFORE THE ISSUE OF DEBT

0.83
SECURITIES
AFTER THE ISSUE OF DEBT 0.93
SECURITIES
Note: Borrowings does not include deposits
5.4.8. Audited cash flow statement for the three years immediately preceding the Issue:
Please refer to Annexure V
5.4.9. Any change in accounting policies during the last three years and their effect on the
profits and the reserves of the company.
In the FY 2016-17, with effect from 1 April 2016, in respect of accounting of swap cost
pertaining to FCNR Deposits/ Overseas Borrowings, the Bank has adopted amortisation
method over the period of swap tenure, as against the mark-to-market method. This
change in policy does not have any financial impact over the full period of the swap.
Except as disclosed above, there is no other change in accounting policies during the last
three years
5.4.10. Project Cost and means of financing, in case of funding of new projects
The funds being raised by the Bank through present issue of Bonds are not meant for
financing any particular project. The Bank shall utilize the proceeds of the issue for
augmenting additional Tier 1 capital, under Basel III Capital Regulations as laid out by
RBI and overall capital of the Bank for strengthening its capital adequacy and for
enhancing its long-term resources
5.5. A brief history of the Issuer since its incorporation giving details of its activities
The South Indian Bank Limited was incorporated on 25 January, 1929, under the Companies Act
1913 at Thrissur town in Kerala. The Bank came into being during the Swadeshi movement. The
establishment of the Bank was the fulfilment of the dreams of a group of enterprising men who
joined together at Thrissur, a major town (now known as the Cultural Capital of Kerala), in the
42
erstwhile State of Cochin to provide for the people a safe, efficient and service oriented repository
of savings of the community on one hand and to free the business community from the clutches
of greedy money lenders on the other by providing need based credit at a reasonable rates of
interest.
It is one of the leading scheduled commercial banks in the Private Sector, with a good track
record and pan India presence. In 1960, when there was crisis in the banking industry, SIB took
over 15 other banks. Over the years, SIB has steadily grown and as on 31 December 2019 the
Bank has a network of 870 branches and 1407 ATMs/CRMs/CDMs/BNAs spanning 26 states
and 4 Union Territories. SIB has been following a policy of upgrading technologies, expanding
and modernizing its network of branches to meet the growing demands of customer service and
reach. SIB is the first amongst all the Private Sector banks in Kerala to open a currency chest on
behalf of Reserve Bank of India.
A team of dedicated and qualified staff is managing the day-to-day affairs of SIB. In order to
keep its employees abreast of the changes in banking and trade scenario, SIB regularly conducts
staff training programs through its own staff training college. In addition, SIB deputes its officers
for training at Banker's Training College, RBI Training College (College of agriculture banking,
Pune), National Institute of Bank Management, Pune etc.
SIB has successfully completed its public issue in October 1998, and rights issue during
September 2004, which led to its paid up capital expanding to Rs.47.68 crores. During 2005-06,
2.27 crores equity shares were issued by way of FPO on account of which the paid up share
capital was increased to Rs.70.40 crores. In 2007-08, Qualified Institutional Placement of equity
shares aggregating to 2 crores took the share capital to 90.41 crores. In 2008-09, the Bank had
issued 2.26 crores bonus shares to raise the capital to Rs. 113.01crores. During FY 2012-13, the
bank again raised its paid up share capital by Rs.20 crores by way of qualified Institutional
Placement, on account of this the paid up share capital increased to Rs.133.85 crores. During
2016-17, the Bank has raised capital by way of issue of 45.07 crore Equity shares aggregating to
Rs.630.99 crores on account of which the Bank’s issued and paid up capital increased to
Rs.180.88 crore as on 31 March, 2018. The paid up share capital of the Bank as on 31 December,
2019 was Rs.180.97 Crores.
Translating the vision of the founding fathers as its corporate mission, the bank has during its long
sojourn been able to project itself as a vibrant, fast growing, service oriented and trend setting
financial intermediary.
Milestones
1929 South Indian Bank was established at Trichur, Kerala State.

1941 First branch outside Kerala (Coimbatore) was opened.
1946 First private sector Bank in Kerala to become a scheduled Bank.
The Bank took over the assets and liabilities of the Kshemavilasam Banking Co.,
1963 Ltd., Trichur, and the Ambat Bank Private Ltd., Chittur, Cochin.
The following banks were taken over: Public Bank, Ltd., Pudukad; Subarban Bank
(P) Ltd., Trichur; Vijaya Lakshmi Bank (P) Ltd., N. Parur; Chalakudy Bank, Ltd.,
Chalakudy; Mukkattukara Catholic Bank, Ltd., Mukkattukara; Assyrian Charities
Banking Co., Ltd., Trichur; Catholic Syrian Christian Bank, Ltd., Kanjany;
Malabar Bank, Ltd., Trichur; Bharatha Union Bank, Ltd., Trichur; Kozhuvanal
1964 Bank, Ltd., Kozhuvanal. The business of the Bank crosses Rs. 10 Crore.
1970 The business of the Bank crossed Rs. 25 Crores
43
1977 The business of the Bank crossed Rs. 100 Crores mark
1986 Total business crossed Rs. 500 Crores.
The Bank made an entry into merchant banking activities by supporting
1990 underwriting to 99 New Issues.
The Bank was selected by RBI to open and operate a currency chest on its behalf,
the first private sector bank in Kerala.
The FIRST bank in Kerala to develop an in-house, a fully integrated branch
automation software in addition to the in-house partial automation solution
operational. The first private sector bank to open NRI Branch. The first among the
Kerala based banks to offer Credit Card to customers. Total business crossed Rs.
1992 1000 crores mark
The first bank in the private sector to start an Industrial Finance Branch.
1993 The FIRST among the private sector banks in Kerala to open an "Overseas Branch"
to cater exclusively to the export and import business.
1998 Bank went Public with an IPO.
2000 The business of the Bank crossed Rs. 5000 Crores
The Bank launched its comprehensive and centralised banking solution, Sibertech,
which will was operated through the Finacle platform provided by Infosys
2001 Technologies of Bangalore.
The Bank entered into new alliances with three exchange houses in the Gulf.
Ties up with insurance player for the distribution of the products of the insurance
company.
2002
Offers VRS to permanent eligible employees of the bank.
Sets up an ATM in Kovai, which is its first online ATM outside its home, Kerala.
Launches its Internet Banking Facility, Sibernet, to provide better services for
customers.
2003 Enters into an agreement with Master Card International to Launch Maestro, the
global ATM - Debit card. The total business crosses Rs.10000 crores mark.
2006 Raised capital through Follow on Public Offer 13
2007 Achieved 100% implementation of Core Banking Solution among branches.
2008 Raised capital by way of Qualified Institutional Placement
2009 Completes successful existence of 80 years and crossed Rs.30000 Crores business.
Raised capital by issue of Tier 2 Debentures Rs.200 Crores by way of private
2009 placement.
The face value of shares was sub divided from Rs.10 each to 10 equity shares of
2010 Rs.1 each
2011 Total Business crossed the land mark of Rs.50,000 crores.
Networth Crossed Rs.2000 Crores and
2012 Equity offering of Rs.442.60 Crores to QIBS through the QIP route
Achieved target of Rs.500 crores in Net Profit, Business exceeded Rs.75,000
2013 Crores
2014 Authorised Capital increased from Rs.160 Crores to Rs. 250 Crores.
Raised capital by issue of Basel III compliant Tier 2 Debentures Rs. 300 Crores by
2015 way of private placement.
2016 Total Business crossed the land mark of Rs.100,000 crores
2017 Raised capital by way of Rights Issue
44
Raised capital by issue of Basel III compliant Tier 2 Debentures Rs. 490 Crores by
way of private placement.
2018 Raised capital by issue of Basel III compliant Tier 2 Debentures Rs. 250 Crores by
way of private placement.
The growth of the Bank over the years is given below:
Year ended No. of Branches Deposits Net Advances

(in crores) (in crores)
1929 1 0.03 N.A
1939 5 0.06 N.A
1950 15 1.21 N.A
1960 29 4.97 3.25
1970 83 14.48 10.62
1975 149 39.51 24.25
1980 257 124.58 70.82
1985 286 287.48 168.46
1990 300 492.40 247.18
1995 333 1515.53 742.77
2000 369 3885.36 2021.08
2001 368 4668.55 2468.36
2002 376 5919.70 3231.05
2003 386 6861.27 3612.94
2004 405 8280.02 4196.82
2005 425 8492.31 5365.26
2006 446 9578.66 6370.23
2007 471 12239.21 7918.91
2008 496 15156.12 10453.75
2009 526 18092.33 11852.03
2010 580 23012.00 15822.92
2011 641 29721.07 20488.73
2012 700 36500.53 27280.74
2013 750 44262.30 31815.53
2014 794 47491.09 36229.86
2015 822 51912.49 37391.64
2016 834 55720.73 41805.75
2017 850 66117.49 46389.47
2018 854 72029.59 54562.89
2019 870 80420.12 62693.74
5.5.1. Details of Share Capital as on December 31 2019
Share Capital Rs in actuals
Authorized Share Capital 250,00,00,000

Issued, Subscribed and Paid-up Share Capital 180,97,22,151
45
5.5.2. Changes in its capital structure as on 31 December 2019, for the last five years:
Date of Change Amount (Increase) Particulars

(AGM)/EGM)* (in crores)
2013-14 Capital 0.54 Increase in Issued, Subscribed and
paid-up share Capital pursuant to
allotment of Equity shares in various
tranches under SIB ESOS Scheme
2008.
Premium 7.24
16 July, 2014 Capital 90.00 Authorized Capital of the Bank is
increased from Rs.160 Crore
(Rupees One hundred and sixty
Crore only) to Rs.250 Crore
(Rupees Two hundred and Fifty
crore only) by creation of additional
90 crore shares of Rs. 1/- each.

2008.
Premium 8.34
2008.
Premium 31.68
2016-17 Capital Increase in Issued, Subscribed and

0.18 paid-up share Capital pursuant to
2008.
Premium 3.56
allotment of Equity shares by way of
Rights Issue.
Premium 585.92
2008.
Premium 11.98
46

2008.
Premium 1.71
st
Upto 31 Capital 0.004 Increase in Issued, Subscribed and
December 2019 paid-up share Capital pursuant to
2008.
Premium 0.092
5.5.3. Equity Share Capital History of the Issuer as on last quarter end i.e. December 31
2019, for the last five years
Cumulative
Consideration
No. Of Face Issue No. of Equity Equity Equity
Date of (Cash, other
Equity Value Price Shares Share Share Remarks
Allotment than cash,
Shares (Rs.) (Rs.) Capital Premium
etc.)
(Rs. (Rs.
Crore) Crore)
8 August
2014 1860690 1 14.37 Cash 1347914601 134.79 957.77 ESOS
8 August
2014 6750 1 27.75 Cash 134.79 957.78 ESOS
1347921351
8 August
2014 9250 1 26.80 Cash 1347930601 134.79 957.81 ESOS
8 August
2014 600 1 23.50 Cash 134.79 957.81 ESOS
1347931201
11
November 2205350 1 14.37 Cash 1350136551 135.01 ESOS
2014 960.76
11
November 3650 1 27.75 Cash 1350140201 135.01
2014 960.77 ESOS
11
November 2700 1 26.80 Cash 1350142901 135.01 960.77 ESOS
2014
11
2014
9
February
2015 3560 1 Cash 135.01 960.79
27.75 1350147961 ESOS
47
9
February 1350150536
2015 2575 1 26.80 Cash 135.02 960.79 ESOS
9
February
2015 1500 1 20.80 Cash 1350152036 135.02 960.80 ESOS
5 May
2015 3800 1 26.80 Cash 135.02 960.81
1350155836
ESOS
5 May
2015 3875 1 24.05 Cash 135.02 960.82
1350159711
ESOS
5 May
1350167511
2015 7800 1 20.80 Cash 135.02 960.83
ESOS
6 August 250 1 27.75 Cash 1350167761 135.02 960.83 ESOS

2015
135.02 960.83 ESOS
6 August 500 1 26.80 Cash 1350168261
2015
135.02 960.83 ESOS

6 August 300 1 23.50 Cash 1350168561
2015
135.02 960.84 ESOS

6 August 4975 1 24.05 Cash 1350173536
2015
135.02 960.84 ESOS

9 600 1 24.05 Cash 1350174136
November
2015
135.03 961.11 ESOS

9 134905 1 20.80 Cash 1350309041
February
2016
1350317146 135.03 961.13 ESOS

11 May 8105 1 20.80 Cash
2016
1350617260 135.06 961.72 ESOS

1 August 300114 1 20.80 Cash
2016
3750 1 24.05 Cash 1350621010 135.06 961.73 ESOS
48
3
November
2016
3
2016
29 4500 1 20.80 Cash 1351738250 135.17 963.94 ESOS

November
2016
1 150 1 22.65 Cash 1351738400 135.17 963.95 ESOS

February
2017
1 389507 1 19.72 Cash 1352127907 135.21 964.68 ESOS

February
2017
27 March 450708052 1 14.00 Cash 1802835959 180.28 1550.59 Rights

2017 Issue
8 May 6050 1 24.05 Cash 1802842009 180.28 1550.61 ESOS

2017
8 May 535806 1 20.80 Cash 1,803,377,815 180.33 1551.67 ESOS

2017
8 May 40960 1 24.05 Cash 1,803,418,775 180.34 1551.76 ESOS

2017
3 August 26800 1 24.05 Cash 1,803,445,575 180.34 1551.83 ESOS

2017
3 August 889178 1 20.80 Cash 1,804,334,753 180.43 1553.58 ESOS
2017
3 August 42550 1 24.05 Cash 1,804,377,303 180.44 1553.69 ESOS
2017
2 42572 1 24.05 Cash 1,804,419,875 180.44 1553.78 ESOS
November
2017
2 1304904 1 20.80 Cash 1,805,724,779 180.57 1556.36 ESOS
November
2017
2 67270 1 24.05 Cash 1,805,792,049 180.58 1556.52 ESOS
November
2017
49
6 38328 1 24.05 Cash 1,805,830,377 180.58 1556.51 ESOS

February
2018
6 2940573 1 20.80 Cash 1,808,770,950 180.88 1562.43 ESOS
February
2018
6 60130 1 24.05 Cash 1,808,831,080 180.88 1562.57 ESOS
February
2018
4 May 588930 1 20.80 Cash 1,809,420,010 180.94 1563.74 ESOS
2018
4 May 79175 1 24.05 Cash 1,809,499,185 180.95 1563.92 ESOS

2018
4 August 176466 1 20.80 Cash 1,809,675,651 180.97 1564.27 ESOS

2018
4 August 6500 1 24.05 Cash 1,809,682,151 180.97 1564.28 ESOS

2018
5 August 40000 1 24.05 Cash 1809722151 180.97 1564.37 ESOS

2019
5.5.4. Details of any Acquisition or Amalgamation in the last one year

NIL
5.5.5. Details of any Reorganization or Reconstruction in the last one year

NIL
5.5.6. Details of the shareholding of the Company as on December 31 2019
Sr. Particulars Number of Total no. Of No. of shares held in % to total no. of
no shareholders Equity Shares demat form Equity Shares
A. Shareholding of NIL NIL NIL NIL
Promoter &
Promoter Group
B. Public
Shareholding
1 Institutions
a. Mutual Funds 10 77974247 77974247 4.31
b. Venture capital 0.00
c. Alternate 1 1128700 1128700 0.06
Investment Funds
d. Foreign Venture 0.00
Capital Investors
e. Foreign Portfolio 84 404373430 404373430 22.34
Investors (FPIs)
f. Financial 4 7577403 7577403 0.42
Institutions
/Banks
g. Insurance 1 58319232 58319232 3.22
Companies
50
h. Central
Government/Stat
e Govt
SUBTOTAL 100 549373012 549373012 30.36
(B1)
2
a. Individuals
i. Individual 411938 692490488 633922739 38.27
shareholders
holding nominal
share capital up to
Rs. 1 lakh
ii. Individual 762 249102836 244795445 13.76
shareholders
holding nominal
share capital in
excess of Rs. 1
lakh
SUBTOTAL 412700 941593324 878718184 52.03
(B2)
b. NBFCs registered
with RBI
c. Employee trusts
d. Overseas
Depositories
(holding DRs)
e.
Bodies Corporate 1642 99507831 96715316 5.50
Clearing 204 6693215 6693215 0.37
Members
Trusts 17 50792 50792 0.00
Foreign 8235 165338794 156013678 9.14
Nationals/NRI
Unclaimed or
Suspense or
Escrow account
IEPF A/c. 1 7613889 7613889 0.42
Huf 5388 28982348 28981982 1.60
QIB 3 8262798 8262798 0.46
Directors & 28 2169600 1688904 0.12
Relatives
Foreign Portfolio 1 136548 136548
Investors (FPIs)-
Indiciduals
SUBTOTAL 15519 318755815 306157122 17.61
(B3)
Total Public 428319 1809722151 1734248318 100.00
Shareholding
(B1 + B2 + B3)
(a) Details of shares pledged or encumbered by the promoters (if any): NIL
(b) Pre-Issue and post-Issue shareholding pattern of the Bank:
51
Sr. Pre Issue Post Issue -31.12.2019

No. Category
No. of Shares % of No. of Shares % of
held shareholding held shareholding
A Promoters'holding :
1 Indian : 0 0.00 0 0.00
Individual 0 0.00 0 0.00
Bodies Corporate 0 0.00 0 0.00
Sub Total 0 0.00 0 0.00
2 Foreign Promoters 0 0 0 0
Sub Total (A) 0 0.00 0 0.00
B Non- Promoters'holding:
1 Institutional Investors 64600069 3.57 64600069 3.57

2 Non Institution:
Private Corporate Bodies 99507831 5.50 99507831 5.50
Director and Relatives 2169600 0.12 2169600 0.12
Indian Public 941593324 52.03 941593324 52.03
Others ( Including
NRIs,Clearing Member,Mutual
Fund,Trust,Banks,QFI
Corporate,HUF & Foreign
Portfolio Investor (corp)),IEPF
Authority MCA 701851327 38.78 701851327 38.78
Sub Total (B) 1809722151 100.00 1809722151 100.00
GRAND TOTAL 1809722151 100.00 1809722151 100.00
(c) List of top 10 holders of equity shares of the Company as on December 31

2019
Total
Shareholding
Sr. Total no. of No. of shares in
Name as % of total
No equity shares demat form
no. of equity
shares
YUSUFFALI MUSALIAM VEETTIL

90059249 90059249 4.98
1 ABDUL KADER
LAVENDER INVESTMENTS 88836000 88836000

4.91
2 LIMITED
PEAR TREE POLARIS FOREIGN 72656800 72656800

4.01
3 VALUE SMALL CAP FUND
LIFE INSURANCE CORPORATION 58319232 58319232

3.22
4 OF INDIA
52
ICICI PRUDENTIAL BANKING AND 41970557 41970557

2.32
5 FINANCIAL SERVICES FUND
33329161 33329161
IVA INTERNATIONAL FUND 1.84
6
31210267 31210267
ACACIA BANYAN PARTNERS 1.72
7
28000000
ASHISH DHAWAN 28000000 1.55
8
L&T MUTUAL FUND TRUSTEE

25175703
LIMITED-L&T EMERGING 25175703 1.39
9
BUSINESSES FUND
24985520
ACACIA PARTNERS LP 24985520
10 1.38
5.5.7. Following details regarding the directors of the Issuer:
(a) Details of the current directors of the Issuer
Director of
Name, Designation and Age Details of other
Address the Bank
DIN (yrs.) directorships
since
Sri Salim Gangadharan 66 C-26, 16 January 1. NSE Clearing
Non-Executive Part Time RNP Lane, 2014 Limited
Chairman , Sasthamangalam 2. Kerala
DIN–06796232 P.O, Infrastructure
Occupation: Retired (Ex- Vellayambalam, Investment Fund
Principal Chief General Trivandrum, Board
Manager, RBI) 695010, Kerala,
Sri. V. G. Mathew 66 Plot No.264, 1 October NIL

(Managing Director & 2nd Gate, Hill 2014
CEO) Garden,
DIN–05332797 Kuttanellur,
Occupation: Service Thrissur – 680006
Dr. John Joseph Alapatt 66 No. 406, 24 Janakshemam Kuries

Non-Executive Devaprag, Tristar September Pvt Ltd.
Independent Director, Regency Enclave, 2012
DIN– 00021735 Avinashi Road,
Occupation: Professional Coimbatore
Service 641037 Tn In
Sri. Palathingal Antony 67 H.No.37/3166, 1 November 1. CII Guardian
Francis Palathingal, Bank 2013 International
Non-Executive Road Limited
Independent Director, KaloorErnakulam, 2. Alapatt Properties
DIN–01419486 Private Limited
53
Occupation: Business 682017, Kerala,

India
Smt. Ranjana Sivanand 65 House No. 186/1, 1 October 1. Achintya Real
Salgaocar Sagar Vilas 2014 Estate Private
Non-Executive Samudra Darshan Limited.
Independent Director, 2. Amona Shipyard
Colony Cacra
DIN–00120120 Private Limited
Occupation: Business 403206 Goa 3. Cauvery Mining
Company Private
Limited
4. Dhanistha Real
Estates Private
Limited.
5. Ganadev Real
Estate Private
Limited
6. Ganapal Real
Estates Private
Limited.
7. Ganaraj Real
Estates Private
Limited
8. Medini Real Estates

Private Limited.
9. Pyramid Metallics
Private Limited.
10. Sandstone Real
Estates Private
Limited.
11. Sumedha
Plantations Private
Limited
Sri. Parayil George John 59 AyanatParayil, 25 NIL

Tharakan Thykattussery November
Non-Executive Post, 2014
Independent Director, Alleppey District
DIN–07018289 Kerala – 688 528
Occupation: Agriculture
Sri. Achal Kumar Gupta 66 Flatc1503, Near 11 January NIL
Non-Executive Director Ashima Mall 2017
DIN–02192183 Hoshangabad
Occupation: Banking Road Bhopal
462026 Madhya
Pradesh
Sri. V J Kurian 62 Vattavayalil 23 March 1. Cochin
Non-Executive House, 2018 International
Independent Director Pappali Lane, Airport
DIN- 01806859 Vazhakkala, Limited
Occupation: Retired IAS
54
Kakkanadu (W) 2. CIAL

P.O, Ernakulam Infrastructures
682030 Limited
3. CIAL Duty
free and Retail
Services
Limited
4. Air Kerala
International
Services
Limited
5. Cochin
International
Aviation
Services
Limited
6. Kerala
Waterways and
Infrastructures
Limited
Sri. M George Korah 59 3 DD Village 31 August Nil
Non-Executive May First Road 2018
Independent Director Thammanam,
DIN-08207827 Cochin 682032
Occupation: Chartered
Accountant
Sri.Pradeep M Godbole 55 601/602 B Wing, 26 March 1.Riskintellect

Non-Executive Director Dheeraj Jamuna 2019 Solutions Private
DIN: Chincholi Limited
08259944 2. Risk And
Bandar Road
Malad Compliance
Occupation : Chartered
Accountant West Mumbai Professionals
400064 Association
Note: None of the current Directors of the Bank appear in the RBI’s Defaulters’ List or
ECGC’s Default List
55
5.5.8. Details of change in directors since last three years
Sr. Name, Designation Date of Director of Reason /

no. and DIN Appointment / the Bank Remarks
Cessation / since (in case
Resignation of Cessation /
Resignation)
1. Smt. Ranjana S. 1 October 2014 Appointed as
Salgaocar Additional
Non-Executive Director on 1
Independent October, 2014.
Director, DIN - Appointed as
00120120 Independent
Director w.e.f. 15
July , 2015.
2. Sri. Parayil George 24 November 2014 Appointed as
John Tharakan Additional Director
Non-Executive on 24 November,
Independent 2014. Appointed as
Director, DIN - Independent
07018289 Director w.e.f. 15
July, 2015.
3. Sri. AmitabhaGuha, 1 November 2016 31 August Appointed as
Part-time Non- 2010 Additional Director
Executive on 31 August, 2010.
Chairman Appointed as Part-
DIN- 02836707 time Non-Executive
Chairman w.e.f. 2
November, 2010.
Ceased to be
director w.e.f 2
November 2016.
4. Sri 16 Janurary, Appointed as
SalimGangadharan 2.November,2016 2014 Additional Director
Non-Executive on 16 January 2014.
Part-time Appointed as Part-
Chairman, DIN– time Non-
06796232 Executive
Chairman w.e.f 2
November, 2016
5. Sri. Achal Kumar 11 January 2017 Appointed as
Gupta Non- Additional
Executive Director, Director on 11
DIN -02192183 January, 2017.
Appointed as Non-
Executive Director
w.e.f. 11 July ,
2017.
6. Sri. CheryanVarkey 11 July 2017 28 May 2014 Demitted office of
Non-Executive Directorship w.e.f.
Director, DIN- 11 July, 2017
06884551 whose period of
office is liable to
retire by rotation,
56
and who does not

offer himself for
re-appointment.
7. Sri. V.G. Mathew, 1 October 2017 1 October Re-appointed as
Managing Director 2014 Managing Director
& CEO, DIN - & CEO of the
05332797 Bank for a further
period of 3 (three)
years w.e.f.
October 01, 2017.
8. Sri. Mohan E 28 February 2018 1 March Demitted office of
Alapatt 2010 Directorship on
Non-Executive 28th February
Independent 2018 upon
Director, completion of his 8
DIN–00025594 year term, in
accordance with
Section 10A(2A) of
Banking
Regulations Act
1949
9. Sri. V J Kurian 23 March 2018 - Appointed as
Non-Executive Additional Director
Independent on 23 March
Director 2018. Appointed as
DIN- 01806859 Independent
Director w.e.f. 11
July, 2018.
10. Sri. K. Thomas 30 August 2018 31 August Demitted office of
Jacob 2010 Directorship on
Non-Executive 30th August 2018
Independent upon completion of
Director, his 8 year term, in
DIN–00812892 accordance with
Section 10A(2A) of
Banking Regulation
Act 1949
11 Sri. M George 31 August 2018 - Appointed as
Korah Additional
Non-Executive Independent
Independent Director on 31
Director August 2018.
DIN-08207827 Appointed as
Independent
Director w.e.f. 17
July, 2019
12 Sri.Pradeep M 26 March 2019 - Appointed as
Godbole Additional Director
Non-Executive on 26 March
Director 2019
DIN:
08259944
57
5.5.9. Disclosures with regard to interest of directors, litigation etc
i Any financial or other material

interest of the directors, promoters or All our Directors, including our Independent Directors,
key managerial personnel in the may be deemed to be interested to the extent of fees, if
Offer/Issue and the effect of such any, payable to them for attending meetings of the Board
interest in so far as it is different from or a committee thereof, their shareholding, if any as well
the interests of other persons.
as to the extent of other remuneration and reimbursement
of expenses payable to them, if any and thus bear no
financial or other material interest in the Issue.
All Key Managerial Personnel, may be deemed to be
interested to the extent of remuneration and
reimbursement of expenses, if any, payable to them,
as well as to the extent of shareholding held by them
in the Bank, if any.
ii Details of any litigation or legal action NIL

pending or taken by any Ministry or
Department of the Government or a
statutory authority against any
promoter of the Bank during the last
three years immediately preceding the
year of the circulation of this offer
letter and any direction issued by such
Ministry or Department or statutory
authority upon conclusion of such
litigation or legal action.
iii Remuneration of directors (during the DETAILS OF REMUNERATION PAID TO
current year and last three financial DIRECTORS during Current Year and last three FY
years) Particulars Current 2018- 2017- 2016-
Year upto 19(in 18(in 17(in
31st INR) INR) INR)
December
(in INR)
Gross 8772399 1180911 128849 107666
Salary paid 0 34 00
to MD &
CEO
Honorariu 450000 600000 600000 600000
m paid to
Chairman
(Gross)
Sitting Fee 11680000 1485000 105800 112150
paid to 0 00 00
Directors
Total 20902399 272591 240649 225816
10 34 00
58
iv Related party transactions entered NIL

during the last three financial years
immediately preceding the year of
circulation of offer letter including
with regard to loans made or,
guarantees given or securities
provided.
v Summary of reservations or Please see Annexure V
qualifications or adverse remarks of
auditors in the last five financial years
immediately preceding the year of
circulation of offer letter and of their
impact on the financial statements and
financial position of the company and
the corrective steps taken and
proposed to be taken by the company
for each of the said reservations or
qualifications or adverse remark.
vi Details of any inquiry, inspections or NIL
investigations initiated or conducted
under the Companies Act or any
previous company law in the last three
years immediately preceding the year
of circulation of offer letter in the case
of company 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 immediately
preceding the year of the offer letter
and if so, section-wise details thereof
for the company and all of its
subsidiaries.
vi Details of acts of material frauds i) During the quarter ended 30 September, 2017, the
i committed against the company in the Bank had identified certain acts of fraud committed
last three years, if any, and if so, the by its employee at one of the Branches amounting to
action taken by the company.
Rs.28.50 Crores (Net of recoveries). The Police case
has been taken over by CBI and the staff side action
have been completed by the Bank.
ii) We have experienced acts of fraud and misconduct

(as defined under the applicable RBI guidelines)
committed by or involving our customers. Based on
forensic audits we have recently reported frauds
under “Diversion of funds” in three accounts
involving Rs. 92.25 crores under consortium /
Multiple Banking arrangements and in one account
with amount Rs. 73.66 crores under sole banking.
Frauds were perpetrated by customers by depositing
fake title deeds and we have reported six such cases
with amount involved Rs. 21.18 crores. Some
59
customers of the bank have perpetrated fraud by

submitting fake document/ financial statements for
availing loans and in such instance, we have reported
four cases with amount involved Rs. 17.85 crores.
Further, a fraud by pledging of spurious gold
ornaments in the name of a customer and his family
members involving an amount of Rs. 4.15 crores was
also reported.
Police complaint has been lodged against the

perpetrators of the frauds in all cases and recovery
measures also have been initiated. Wherever staff
lapses observed, action have been initiated and in
some cases it is completed.
5.5.10. Following details regarding the auditor of the Issuer:-
(a) Details of the auditor of the Issuer as on December 31, 2019:
Name Address Auditor

since
Varma & Varma Kerala Varma Tower, June 2019
Chartered Building No.53/600 B,C,D &E
Accountants Off. Kunjanbava Road, Vyttila
Kochi – 682 019, India
+91 484 230 2223
+91 484 230 6046
(b) Details of change in auditor since last three years

Name Address Date of Auditor of Remarks
appointment the company
since (in case
of
resignation)
M/s. Deloitte Deloitte Haskins & 15.07.2015 M/s. Deloitte
Haskins & Sells Haskins &
Sells, 9th Floor, Prestige Sells,
Chartered TMS Square, Chartered
Accountant Opposite Oberon Accountant as
Mall, NH 66 they have
Bypass (formerly completed 10
NH 47), years
Edappally, Kochi – relationship
682 024. without
continuous
cooling
period of 5
years
60
stipulated
under the
Companies
Act, 2013.
S.R Batliboi 12th Floor, The 11.07.2017 The Bank
& Co. LLP Ruby, 29 Senapati during 91st
Marg, AGM held on
Dadar (West) 17.07.2019
Mumbai – 400 028 had appointed
(India) Varma and
Tel : +91 22 6192 Varma
0000 Chartered
Fax : +91 22 6192 Accountants
0001 as the
statutory
auditors of the
Bank in place
of S.R
Batliboi &
Co. LLP,
Chartered
Accountant as
they are not
eligible to be
appointed as
per the RBI
direction.
Varma & Building 17.07.2019
Varma No.53/600 B,C,D
Chartered &E
Accountants Off.
Kunjanbava Road,
Vyttila
Kochi – 682 019,
India
+91 484 230 2223
+91 484 230 6046
The Bank during 89th AGM held on 11.07.2017 had appointed S.R Batliboi & Co. LLP,
Chartered Accountants as the statutory auditors of the Bank in place of M/s. Deloitte
Haskins & Sells, Chartered Accountant as they have completed 10 years relationship
without continuous cooling period of 5 years stipulated under the Companies Act, 2013.
The Bank during 91st AGM held on 17.07.2019 had appointed Varma and Varma
Chartered Accountants as the statutory auditors of the Bank in place of S.R Batliboi &
Co. LLP, Chartered Accountant as they are not eligible to be appointed as per the RBI
direction.
5.5.11. Details of borrowings of the Company, as on December 31 2019
(a) Details of secured loan facilities:
NIL
61
(b) Details of Unsecured Loan Facilities
PRINCIPAL
TYPE OF AMOUNT REPAYMEN
LENDER’ AMOUNT SECURIT
FACILIT SANCTIONE T DATE/
S NAME OUTSTANDIN Y
Y D (IN RS.) SCHEDULE
G
SIDBI SIDBI 4,00,00,00,00 4,00,00,00,000 17-11-2020 Unsecured
Refinance 0
SIDBI SIDBI 205,00,00,000 205,00,00,000 10-05-2021 Unsecured
Refinance
SIDBI SIDBI 125,00,00,000 125,00,00,000 10-05-2021 Unsecured
Refinance
SIDBI SIDBI 7,00,00,00,00 7,00,00,00,000 14-06-2020 Unsecured
Refinance 0
(c) Details of Certificate of Deposits : Please refer point (h) below
(d) Details of existing Bonds:
The existing Rated, Unsecured, Redeemable, Non-convertible, Lower Tier 2 Subordinated Bonds
in the nature of debentures issued in the past on different dates by the Bank as on December 31,
2019 are as under:
Debenture Tenor / Coupon Amount Date of Redemption Credit Secured /

Series Period Allotment Date Rating Unsecured
of (%p.a.) (Rs. In
Maturity Cr)
SIB 10 Year 9.75% 200.00 20-08- 20-04- CARE Unsecured

Bond 8 2009 2020 A+
2009 Months and
(128 IND
Months) A+
SIB 10 Year 10.25% 300.00 30-09- 31-10- CARE Unsecured

Bond 1 month 2015 2025 A+
2015 (121 and
months) IND
A+
SIB 10 years 9.50% 490.00 28-11- 28-05- CARE Unsecured

Bond 6 2017 2028 A+
2017 months and
(126 IND
months) A+
SIB 10 years 11.75 250.00 26-03- 26-06- CARE Unsecured

Bond 2019 2029 A+
2018 and
62
3 IND
Months A+
(126
months)
(e) List of Top 10 Debenture Holders as on 31 December 2019
Sr. Name of Holders Amount Series

No.
1 L AND T FINANCE LIMITED 3875900000.00 BONDS 2017
LIFE INSURANCE
2 CORPORATION OF INDIA 3000000000.00 BONDS 2015
LIFE INSURANCE
3 CORPORATION OF INDIA 1350000000.00 BONDS 2009
4 INDIAN INLAND MISSION 400000000.00 BONDS 2019
THE KARUR VYSYA BANK
5 LTD 300000000.00 BONDS 2019
THE SOUTH INDIAN BANK
EMPLOYEES' PROVIDENT
6 FUND 250000000.00 BONDS 2009
7 SANJEEV VADILAL SHAH 150000000.00 BONDS 2017
CITY UNION BANK LIMITED -
8 MOUNT BRANCH 100000000.00 BONDS 2019
BANGIYA GRAMIN VIKASH
9 BANK 100000000.00 BONDS 2009
10 CORPORATION BANK 100000000.00 BONDS 2009
(f) Number of persons to whom allotment on preferential basis/private

placement/rights issue has already been made during the year, in terms of
number of securities as well as price.
NIL
(g) The amount of corporate guarantee issued by the Bank along with name of
the counterparty (like name of the subsidiary, JV entity, Group Company,
etc.) on behalf of whom it has been issued.
There are no corporate guarantees issued by the Bank to counterparties including the
Bank’s Subsidiaries, Joint Ventures, Group Companies, etc.; except Non Fund based
facilities granted to its constituents in the form of bank guarantees, during the normal
course of business operations.
(h) Details of Certificate of Deposit and Commercial paper: -
The total face value of certificate of deposit Outstanding as on 31 December

2019
63
Counterparty Face Value (in Rs.)

TATA MUTUAL FUND 4000000000.00
TATA MUTUAL FUND 1000000000.00
CORPORATION BANK 3000000000.00
HSBC MUTUAL FUND 1000000000.00
UNITED BANK 500000000.00
ICICI PRUDENTIAL MUTUAL FUND 6000000000.00
INDIABULLS MUTUAL FUND 500000000.00
CSB BANK LTD 250000000.00
ADITYA BIRLA SUNLIFE MUTUAL
3250000000.00
FUND
KARUR VYSYA BANK 3000000000.00
ADITYA BIRLA SUNLIFE MF 5000000000.00
SYNDICATE BANK 3000000000.00
CSB BANK LTD 250000000.00
BANK OF INDIA 3000000000.00
INDIABULLS MUTUAL FUND 250000000.00
ICICI PRUDENTIAL MUTUAL FUND 4000000000.00
HSBC MUTUAL FUND 1000000000.00
KARUR VYSYA BANK 2750000000.00
CORPORATION BANK 1000000000.00
JM FINANCIAL MUTUAL FUND 750000000.00
UNITED BANK OF INDIA 1000000000.00
44500000000.00
(i) The total Face Value of Commercial Papers Outstanding as on December

31 2019:
NIL
(j) Details of Rest of the borrowings (including hybrid debt like FCCB,
Optionally Convertible Debentures /Preference Shares) as on December 31
2019:
NIL
(k) 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 Company and including any
statutory dues, in the past 5 years.
NIL
(l) 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.
64
Save and except as disclosed in this Disclosure Document, the Bank has not
issued any debt securities or agreed to issue any debt securities or availed any
borrowings for a consideration other than cash, whether in whole or in part, at a
premium or discount or in pursuance of an option since inception.
5.5.12. Details of Promoters of the Issuer
(a) Details of Promoter Holding in the Bank as on December 312019
The Bank has no identifiable promoter and the share holding pattern is well
diversified with major holding by FPIs at 22.34 % % as on 31 December, 2019
5.5.13. Abridged version of Audited Consolidated (wherever available) and Standalone

Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow
statement) for last three years and auditor qualifications:
Please see Annexure V. The qualifications, reservations or adverse remarks made by

the auditor in their reports are also recorded in Annexure V
5.5.14. Abridged version of Latest audited / Limited Review half yearly consolidated
(wherever applicable) and Standalone Financial Information (like Profit & Loss
statement, and Balance Sheet) and auditor’s qualifications, if any.
Please see Annexure VI. The qualifications, reservations or adverse remarks made by
the auditor in their reports are also recorded in Annexure VI
5.5.15. Any material event/ development or change having implications on the

financials/credit quality (e.g. any material regulatory proceedings against the
Bank/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.
The Bank had been served with show cause notices relating to alleged wrong availment
of CENVAT credit for payment of service tax and taxability of certain transactions
treated as non-taxable/exempted from service tax. The Bank has also been served with
assessment orders wherein certain disallowances were made which added the total
taxable income The Bank has taken appropriate action against the notices that are
prejudicial to them. As per legal opinion, these notices are likely to be quashed. The total
contingent liability that is disclosed by the Bank in respect of these matters amounts to
INR 56.96 crore. The Bank does not expect the outcome of these proceedings to have a
material adverse impact on their financial position.
5.5.16. Details of significant and material orders passed by the regulators, courts and
tribunals impacting the going concern status of the company and its future
operations
NIL
5.5.17. Details of default, if any, including therein the amount involved, duration of default
and present status, in repayment of
65
i) statutory dues; NIL

ii) debentures and interest thereon; NIL
iii) deposits and interest thereon; and NIL
iv) loan from any bank or financial institution and interest thereon; NIL
5.5.18. Details of any default in annual filing of the Bank under Companies Act, 2013 or
the rules made thereunder.
Nil
5.5.19. Names of the Debentures Trustees and Consents thereof
The Debenture Trustee for the Issue proposed to be issued under this Disclosure
Document shall be IDBI Trusteeship Services Limited. The Debenture Trustee has given
its written consent for its appointment and inclusion of its name in the form and context
in which it appears in this Disclosure Document for the Issue of Debentures. The
Debenture Trustee has given their consent to the Issuer to act as trustee for the Debenture
holders under Regulation 4(4) of the SEBI Debt Regulations.
A copy of the consent letter dated December 10, 2019 from the Debenture Trustee is
attached as Annexure II
5.5.20. The detailed rating rationale(s) adopted

Please refer to Annexure I to this Disclosure Document for rating letters and rating
rationales adopted by the Credit Rating Agency.
5.5.21. If the security is backed by a guarantee or letter of comfort or any other document
/letter with similar intent, a copy of the same shall be disclosed. In case such
document does not contain detailed payment structure (procedure of invocation of
guarantee and receipt of payment by the investor along with timelines)
NIL
5.5.22. Name and address of the valuer who performed the valuation of the security offered
NIL
5.5.23. Names of all the Recognized Stock Exchanges where Securities are proposed to be
Listed clearly indicating the Designated Stock Exchange
BSE Limited being the Designated Stock Exchange.
5.5.24. Other Details pertaining to the Issue
Debenture Redemption Reserve

As per the Companies (Share Capital and Debentures) Rules, 2014, save and except certain
companies governed by RBI and banking companies every company is required to create DRR
to which adequate amounts shall be credited out of the profits of the Issuer for the purpose of
redemption of debentures. Hence, the Bank is not required to create DRR.
66
Regulations pertaining to the Issue

The present issue of Bonds is being made in pursuance of RBI Master Circular
DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 on Basel III Capital Regulations
issued by the RBI, covering Prudential Guidelines on Implementation of Basel III Capital
Regulations in India covering Criteria for inclusion of Perpetual Debt Instruments (PDI) in
Additional Tier 1 capital (Annex 4) and Minimum Requirements to ensure loss absorbency of
Additional Tier 1 instruments at pre-specified trigger and of all non-equity regulatory capital
instruments at the PONV(Annex 16).
6. ISSUE DETAILS
PARTICULARS OF THE OFFER:
a Date of passing of board 16 January 2020

resolution
b Date of passing of 17 July 2019
resolution in the general
meeting, authorizing the
offer of securities
c Kinds of securities offered Non-convertible, fully paid-up, unsecured, Basel III
(i.e. whether share or Compliant, Tier Bonds in the nature of debentures
debenture) and class of for augmenting Tier 1 capital at par aggregating to
security Rs. 500 crores (Rupees Five hundred crores only)
including an option to retain oversubscription of up to
Rs. 200 crores (Rupees Two Hundred Crore only).
d Price at which the security Face Value: INR 1,00,000
is being offered including Issue Price: INR 1,00,000 at par
the premium, if any, along Justification: Premium – NIL
with justification of the
price
e Name and address of the NIL
valuer who performed
valuation of the security
offered
f Amount which the Bank INR 500 crores
intends to raise by way of
the securities
G Terms of raising of Duration The Bonds are perpetual
securities: duration, if and there is no maturity
applicable, rate of date and there are no step
dividend or rate of interest, ups or other incentives to
mode of payment and redeem.
mode of repayment Deemed Date of 24.01.2020
Allotment
Final Maturity Date Not Applicable
First Call Option On fifth anniversary from
Due Date the Deemed Date of
Allotment or any
anniversary date
thereafter with prior
approval of RBI, subject
67
to tax call/regulatory call.
In case of tax call or

regulatory call, the date
may be specified in the
notice to Trustees.
Coupon Rate 13.75% p.a
Coupon Payment Annual
Date(s)
Default Interest Not Applicable
Mode of Payment NEFT or RTGS
Rating of Bonds “IND A” with negative
outlook by India Ratings
vide its letter dated
December 11, 2019 and
re-validated vide letter
dated January 14, 2020
H Proposed time schedule for Issue Open date: 22.01.2020
which the offer letter is valid Issue Closing date: 22.01.2020
Pay-In Date & Deemed Date of Allotment:
24.01.2020
I Purposes and objects of the Augmenting Additional Tier 1 Capital, under Basel
Offer III Capital Regulations as laid out by RBI and
Overall capital of the Bank for strengthening its
capital adequacy and for enhancing its long-term
resources.
J Contribution being made by the NIL
promoters or directors either as
part of the offer or separately in
furtherance of such objects
K Principle terms of assets The Issue is unsecured.
charged as security
7. FINANCIAL POSITION OF THE COMPANY
Sr. No. Particulars Information

(i) The capital structure of the company AUTHORISED:
in the following manner in a Rs. 250,00,00,000
tabular form: Total Value of Authorised - INR
(a) The authorised, issued, 250,00,00,000
subscribed and paid up ISSUED, SUBSCRIBED,
capital (number of CALLED AND PAID UP:
securities, description and 180,97,22,151
aggregate nominal value) Total Value of Issued,
(b) Size of the present offer Subscribed, Called and Paid up
(c) Paid up capital - INR 180,97,22,151
(i) After the offer;
(ii) after conversion of NA
convertible NA
instruments (if
applicable)
68
(d) Share premium account Rs. 180,97,22,151

(i) (before the offer)
(ii) (after the offer) NA
Rs. 1555,19,83,595.09
Rs. 1555,19,83,595.09
(ii) Details of the existing share Please refer para 5.5.3
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
Number and price at which each
of the allotments were made in
the last one year preceding the
date of the offer letter separately
indicating the allotments made
for considerations other than cash
and the details of the
consideration in each case.
(iii) Profits of the company, before and
after making provision for tax, for 2018- 2017- 2016-
the three financial years 19 18 17
immediately preceding the date of Sr.
(INR (INR (INR
circulation of offer letter. No
Crores Crores Crores
) ) )
1 380.50 499.89 600.22
2 247.53 334.89 392.5
(iv) A summary of the financial

position of the company as in the
three audited balance sheets
immediately preceding the date of
circulation of offer letter;
(v) Audited Cash Flow Statement for

the three years immediately
preceding the date of circulation
of offer letter; and
(vi) Any change in accounting Please refer para 5.4.9
policies during the last three years
and their effect on the profits and
the reserves of the company.
69
8. ISSUE DETAILS
8.1. Summary term sheet:
Security Name SIB Basel III Tier 1 Bonds – Series I
Issuer The South Indian Bank Limited (“SIB”/the “Issuer”/the “Bank”)
Type of Non-convertible, Fully Paid-Up, Unsecured, Perpetual, Basel III compliant Tier 1 Bonds
Instrument in the nature of debentures for augmenting Tier 1 capital of the Issuer with face value of
Rs. 1,00,000 each (“Bonds”)
Nature of Unsecured.
Instrument and
status of the The Bonds are neither secured nor covered by a guarantee of the Issuer nor related entity
Bonds or other arrangement that legally or economically enhances the seniority of the claim of
the holders of the Bondholders vis- à-vis other creditors of the Issuer. Bondholders will
not be entitled to receive notice of or attend or vote at any meeting of shareholders of the
Issuer or participate in the management of the Issuer.
Seniority of the Claims of the Bondholders shall be:
Instrument
i.Superior to the claims of investors in equity shares and perpetual non-cumulative
preference shares, if any, of the Bank whether currently outstanding or issued at any time
in the future and any other securities of the Bank that are subordinated to additional Tier
1 Capital of the Bank in terms of the Basel III Guidelines whether currently outstanding
or issued at any time in the future;
ii.Subordinated to the claims of depositors, general creditors and any other securities of the
Bank that are senior to additional Tier 1 Capital of the Bank in terms of Basel III
Guidelines whether currently outstanding or issued at any time in the future;
iii.Pari passu without preference amongst themselves and other subordinated debt
classifying as additional Tier 1 Capital in terms of Basel III Guidelines, whether
currently outstanding or issued at any time in the future; and
iv.Neither secured nor covered by a guarantee of the Bank or any of its related entities or
any other arrangement that legally or economically enhances the seniority of such claim
vis-à-vis creditors of the Bank.
Tier 1 Capital and Tier 2 Capital shall have the meaning ascribed to such terms in the
Basel III Guidelines.
The claims of the Bondholders shall be subject to the provisions mentioned in the point
“Special Features” in the Summary Term Sheet, including but not limited to Coupon
Discretion and Loss Absorbency.
Mode of Issue Private Placement
Eligible Investors The following class of investors are eligible to participate in the offer:
Mutual Funds, Public Financial Institutions as defined under Section 2(72) of the
Companies Act, 2013, Scheduled Commercial Banks, Insurance Companies, Provident
Funds, Gratuity Funds, Superannuation Funds and Pension Funds, Co-operative Banks,
Regional Rural Banks authorized to invest in bonds/debentures, Companies and Bodies
Corporate authorized to invest in bonds/debentures, Societies authorized to invest in
bonds/debentures, Trusts authorized to invest in bonds/debentures, Statutory
Corporations/Undertakings established by Central/State legislature authorized to invest in
bonds/debentures etc., Resident Indian Individuals, Partnership Firms in the name of the
partners, Limited Liability Partnership firms registered under Limited Liability
Partnership Act, 2018, Hindu Undivided Families through Karta and any other person
authorised and eligible to invest in the Issue as per regulatory guidelines.
This being a private placement Issue, the Eligible Investors who have been addressed
through this communication directly, are only eligible to apply.
Prior to making any investment in these Bonds, each investor should satisfy and assure
70
himself/herself/itself that he/she/it is authorized and eligible to invest in these Bonds. The
Bank shall be under no obligation to verify the eligibility/authority of the investor to invest
in these Bonds.
Further, mere receipt of this Disclosure Document by a person shall not be construed as
any representation by the Bank that such person is authorized to invest in these Bonds or
eligible to subscribe to these Bonds. If after applying for subscription to these Bonds
and/or allotment of Bonds to any person, such person becomes ineligible and/or is found
to have been ineligible to invest in/hold these Bonds, the Bank shall not be responsible in
any manner.
Re-capitalization Nothing contained in this term-sheet or in any transaction documents shall hinder
recapitalization by the Issuer.
Prohibition on Neither the Bank nor any related party over which the Bank exercises control or
Purchase/Funding significant influence (as defined under relevant Accounting Standards) shall purchase the
in Bonds Bonds, nor would the Bank directly or indirectly fund the purchase of the Bonds. The
Bank shall not grant advances against the security of the Bonds issued by it.
Listing Proposed on the Wholesale Debt Market (“WDM”) Segment of BSE Limited (“BSE”).
( including name BSE Listing application shall be filed with the Stock Exchange within 20 days from the
of stock Deemed Date of Allotment.
Exchange(s)
where it will be
listed and timeline
for listing)
Rating of the “IND A/ Outlook (Negative)” by India Ratings
Instrument
Trustees to the IDBI Trusteeship Services Limited
Issue
Registrars of the BTS Consultancy Services Private Limited.
Issue
Issue Size Aggregate Total Issue size not exceeding Rs. 500 Crore with a base issue size of Rs. 300
Crore and a Green Shoe option to retain oversubscription upto to Rs. 200 Crore
Option to retain Upto Rs. 200 crores
oversubscription
(Amount)
Objects of the Augmenting Tier 1 Capital, under Basel III Capital Regulations as laid out by RBI and
Issue overall capital of the Bank for strengthening its capital adequacy and for enhancing its
long-term resources.
Details of the The proceeds of the issue are being raised to augment Tier 1 Capital under Basel III
utilization of the Capital Regulations as laid out by RBI. The proceeds of issue shall be utilized for its
proceeds regular business activities.
The funds being raised by the Bank through the present Issue are not meant for financing
any particular project. The Bank shall utilize the proceeds of the Issue for its regular
business activities. The Bank shall not utilize proceeds of the Issue for any purpose which
may be in contravention of the regulations/ guidelines/ norms issued by the RBI/ SEBI/
Stock Exchange.
Coupon Rate 13.75%
Step Up/Step Not Applicable
Down Coupon
Rate
Coupon Payment Annually, subject to “Special Features” mentioned below
Frequency
Coupon Payment Refer to table on illustrative cash flows for dates and subject to “Special Features”
Frequency and mentioned below.
71
Dates
Coupon Type Fixed Rate
Coupon Reset Not Applicable
Process (including
rates, spread,
effective date,
interest rate cap
and floor etc.)
Coupon  The Bank shall have full discretion at all times to cancel distributions/payments.
Discretion Consequence of full discretion at all times to cancel distributions/payments is
that “dividend pushers” are prohibited. An instrument with a dividend pusher
obliges the issuing bank to make a dividend/coupon payment on the instrument
if it has made a payment on another (typically more junior) capital instrument or
share. This obligation is inconsistent with the requirement for full discretion at
all times. On cancellation of distributions /payments these payments will be
extinguished and the Bank shall have no obligation to make distributions /
payments in kinds as well.
 Cancellation of discretionary payments will not be an event of default.
 The Bank will have full access to cancelled payments, to meet obligations as
they fall due.
 Cancellation of distributions/payments will not impose any restriction on the
Bank except in relation to distributions to common stakeholders.
 (e) Coupons shall be paid out of ‘distributable items’ i.e. coupon shall be paid
out of current year profits. However, if current year profits are not sufficient,
coupon may be paid subject to availability of:
(i) Profits brought forward from previous years; and/or
(ii) Reserves representing appropriation of net profits, including statutory
reserves, and excluding share premium, revaluation reserve, foreign
currency translation reserve, investment reserve and reserves created on
amalgamation.
The accumulated losses and deferred revenue expenditure, if any, shall be netted off from
(i) and (ii) to arrive at the available balances for payment of coupon.
If the aggregate of: (a) profits in the current year; (b) profits brought forward from the
previous years and (c) permissible reserves as at (ii) above, excluding statutory reserves,
net of accumulated losses and deferred revenue expenditure are less than the amount of
coupon, only then the Bank shall make appropriation from the statutory reserves. In such
a case, the Banks shall be required to report to the Reserve Bank of India within 21 days
from the date of such appropriation in compliance with Section 17(2) of the Banking
Regulation Act 1949. However, prior approval of the Reserve Bank of India for
appropriation of reserves as above, in terms of circular no.
DBOD.BP.BCNo.31/21.04.018/2006-07 dated September 20, 2006 on ‘Section 17(2) of
Banking Regulation Act, 1949 on ‘Appropriation from Reserve Fund’ shall not be
required in this regard.
However, payment of coupon on the Bonds from the reserves are subject to the Bank
meeting minimum regulatory requirements for common equity Tier 1, Tier 1 and Total
Capital ratios at all times and subject to the requirements of capital buffer frameworks in
terms of Basel III Guidelines (i.e. capital conservation buffer, counter cyclical capital
buffer and Domestic Systemically Important Banks).
 The Bonds shall not have a credit sensitive coupon feature, i.e. a coupon that is
reset periodically based in whole or in part on the Banks’ credit standing. For
72
this purpose, any reference rate including a broad index which is sensitive to
changes to the Bank’s own creditworthiness and/ or to changes in the credit
worthiness of the wider banking sector will be treated as a credit sensitive
reference rate.
 The coupon on the Bonds shall be non-cumulative. If coupon is not paid or paid
at a rate lessor than the coupon rate, the unpaid coupon will not be paid in future
years.
 In the event that the Bank determines that it will be cancelling a payment of
coupon on the Bonds, the Bank will notify the Debenture Trustee not less than
21 calendar days prior to the relevant Coupon Payment Date of that fact and of
the amount that shall not be paid.
Dividend Stopper Dividend Stopper Clause will be applicable to these instruments and it may stop dividend
Clause payments on common shares in the event the holders of additional tier 1 instruments are
not paid dividend/coupon.
However, dividend stoppers will not impede the full discretion that Bank has at all times
to cancel distributions/payments on these instruments, nor can it act in a way that could
hinder the re-capitalisation of the Bank.
For example, it would not be permitted for a stopper on an Additional Tier 1 instrument
to:
(a) attempt to stop payment on another instrument where the payments on this other
instrument were not also fully discretionary;
(b) prevent distributions to shareholders for a period that extends beyond the point
in time that dividends/coupons on the Additional Tier 1 instrument are resumed;
(c) impede the normal operation of the bank or any restructuring activity (including
acquisitions/disposals).
A stopper may act to prohibit actions that are equivalent to the payment of a dividend,
such as the bank undertaking discretionary share buybacks, if otherwise permitted.
Day Count Basis Interest for each of the interest periods shall be computed as per Actual/
Actual day count convention on the face value of principal outstanding at the coupon rate
rounded off to the nearest rupee.
In case of a leap year, if February 29 falls during the tenor of the Bonds, then the number
of days shall be reckoned as 366 days (Actual/Actual day count convention) for a whole
one year period, irrespective of payment of coupon on half yearly basis. Thus for half
yearly coupon payment, 366 days would be reckoned twice as the denominator.
Interest Period means each period beginning on (and including) the deemed date(s) of
allotment or any coupon payment date and ending on (but excluding) the next coupon
payment date.
Interest on Interest at the coupon rate (subject to deduction of income tax/withholding tax under the
Application provisions of the Income Tax Act, 1961, or any other statutory modification or re-
Money enactment thereof, as applicable) will be paid to the applicants on the application money
for the Bonds for the period starting from and including the date of realization of
application money in Issuer’s bank account up to one day prior to the Deemed Date of
Allotment.
For the application amount that has been refunded, the interest on application money will
be paid along with the refund orders and for the application amount against which Bonds
have been allotted, the interest on application money will be paid within ten working days
73
from the Deemed Date of Allotment. Where an applicant is allotted lesser number of
Bonds then applied for, the excess amount paid on application will be refunded to the
applicant along with the interest on refunded money, and Income Tax at Source (TDS)
will be deducted at the applicable rate on interest on application money.
Default Interest In case of a default in payment of interest and/or principal redemption on the respective
Rate due dates (except in circumstances as mentioned in the RBI Norms/RBI Guidelines/ Basel
III Guidelines), additional interest @ 2.00% per annum over the documented Coupon Rate
will be payable by the Bank (subject to prevailing regulatory environment) for the
defaulting period i.e. from the date of occurrence of such default up to the date on which
the defaulted amounts together with default interest is paid.
Maturity/Tenor Perpetual
Redemption Date Not Applicable
Redemption Not Applicable. However in case of redemption due to exercise of call option in
Amount accordance with Basel III Guidelines, the Bonds shall be redeemed at par along with
interest accrued till one day prior to the Call Option date subject to adjustments and/ or
write-off on account of “Loss Absorbency” as mentioned in this Summary Term Sheet.
Premium/Discount Nil
on Redemption
Issue Price, Along At par (Rs. 1.00 lac per Bond)
with justification
of price
Discount at which Nil
security is issued
and the effective
yield as a result of
such discount
Put Option Not Applicable
Put Option Price Not Applicable
Put Option Date Not Applicable
Put Notification Not Applicable
Time
Call Option The Bonds may be called upon, at the initiative of the Bank only after a minimum period
of five years post allotment of the Bonds, subject to the below conditions:
(a) To exercise a Call Option Bank must receive prior approval of RBI (Department of
Banking Regulation); and
(b) Bank must not do anything which creates an expectation that the call will be
exercised. For example, to preclude such expectation of the instrument being called,
the dividend/ coupon reset date need not be co-terminus with the call date. Banks
may, at their discretion, consider having an appropriate gap between
dividend/coupon reset date and call date; and
(c) Banks must not exercise a call unless:
(i) They replace the called instrument with capital of the same or better quality
and the replacement of this capital is done at conditions which are sustainable
for the income capacity of the Bank; or
(ii) The bank demonstrates that its capital position is well above the minimum
capital requirements after the Call Option is exercised.
74
The use of tax event and regulatory event calls may be permitted. However, exercise of
the calls on account of these events is subject to the requirements set out in points (a) to
(c) above. RBI will permit the Bank to exercise the call only if the RBI is convinced that
the Bank was not in a position to anticipate these events at the time of issuance of the
Bonds.
To illustrate, if there is a change in tax treatment which makes the capital instrument with
tax deductible coupons into an instrument with non-tax deductible coupons, then the bank
would have the option (not obligation) to repurchase the instrument. In such a situation, a
bank may be allowed to replace the capital instrument with another capital instrument that
perhaps does have tax deductible coupons. Similarly, if there is a downgrade of the
instrument in regulatory classification (e.g. if it is decided by the RBI to exclude an
instrument from regulatory capital) the bank has the option to call the instrument and
replace it with an instrument with a better regulatory classification, or a lower coupon
with the same regulatory classification with prior approval of RBI. However, banks may
not create an expectation / signal an early redemption / maturity of the regulatory capital
instrument.
Call Option Date On fifth anniversary from the Deemed Date of Allotment or any anniversary date
thereafter with prior approval of RBI, subject to tax call/regulatory call.
In case of tax call or regulatory Call, the date may be specified in the notice to Trustees.
Call Option Price At par (Rs. 1.00 lac per Bond)
Call Notification 21 calendar days prior to the date of exercise of call option, ie. Issuer call, tax call or
Time regulatory call
Repurchase/ buy- (i) Principal of the instruments may be repaid (e.g. through repurchase or
back/ redemption redemption) only with prior approval of RBI and banks should not assume or
create market expectations that supervisory approval will be given (this
repurchase / buy-back /redemption of the principal is in a situation other than
in the event of exercise of call option by the bank). One of the major
differences is that in the case of the former, the option to offer the instrument
for repayment on announcement of the decision to repurchase / buy-back
/redeem the instrument, would lie with the investors whereas, in case of the
latter, it lies with the bank).
(ii) Bank may repurchase / buy-back / redemption only if:
 Bank replaces such instrument with capital of the same or better quality and the
replacement of this capital is done at conditions which are sustainable for the
income capacity of the bank; or
 The bank demonstrates that its capital position is well above the minimum capital
requirements after the repurchase / buy-back / redemption.
Face Value Rs. 1.00 lac per Bond as adjusted for the provisions mentioned in “Special Features” in
the Summary Term Sheet
Minimum 10 (ten) Bonds and in multiples of 10 (ten) Bond thereafter
Application and in
multiples of
Bonds thereafter
Issue Timing: 22.01.2020
1. Issue Opening
Date
2. Issue Closing 22.01.2020
Date
3. Pay-in Date 24.01.2020
75
4. Deemed Date 24.01.2020

of Allotment
The Bank reserves the right to modify the above Issue Schedule or keep multiple deemed date(s) of allotment
at its sole and absolute discretion. In case the Issue Closing Date/ Pay-In Dates is/are changed, the Deemed
Date(s) of Allotment may also stand changed accordingly and consequent to such change, the Coupon Payment
Dates, Redemption Date, Call
Option Due Date may also be changed accordingly.
Issuance mode In Demat mode only
Trading mode In Demat mode only
Settlement Payment of interest and repayment of principal shall be made by way of
cheque(s)/interest/ redemption warrant(s)/ demand draft(s)/ credit through direct credit/
NECS/RTGS/ NEFT mechanism in INR.
Depository National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL)
Business Day “Business Day” means a day (other than a Sunday and any day which is a public holiday
Convention for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) or a
Bank holiday) on which banks are open for general business in Mumbai.
For the purpose of coupon/ redemption payments, Business Days shall be all days when
the money market is functioning in Mumbai.
As per SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016:
If any Coupon Payment Date falls on a day that is not a Business Day, the payment may
be made on the following Business Day. However the dates of the future coupon payments
shall be as per the schedule originally stipulated at the time of issuing Bonds. Thus the
subsequent coupon schedule shall not be disturbed merely because the payment date in
respect of one particular coupon payment has been postponed earlier because of it having
fallen on a holiday.
If the Call Option Due Date (also being the last Coupon Payment Date) of the Bonds falls
on a day that is not a Business Day, the Call Option Price shall be paid by the Bank on
the immediately preceding Business Day along with interest accrued on the Bonds until
but excluding the date of such payment.
Record Date 15 days prior to each Coupon Payment Date, and Call Option Due Date. In the event the
Record Date falls on a day which is not a Business Day, the immediately succeeding
Business Day shall be considered as the Record Date.
Security Unsecured
Transaction The Bank has executed/ shall execute the documents including but not limited to the
Documents following in connection with the Issue:
a. Letter appointing Trustee to the Bondholders;
b. Debenture Trusteeship Agreement;
c. Letter appointing Registrar;
d. Tripartite Agreement between the Bank, Registrar and NSDL for issue of Bonds in
dematerialized form;
e. Tripartite Agreement between the Bank, Registrar and CDSL for issue of Bonds in
dematerialized form;
f. Rating Letters and Rating Rationales from India Ratings;
g. Application made to BSE for seeking its in-principle approval for listing of Bonds;
h. Listing Agreement with BSE;
i. Certified true copy of resolution of the shareholders of the Issuer dated July 17, 2019
passed in accordance with Section 180(1)€ of the Companies Act;
j. Certified true copy of resolution of the shareholders of the Issuer dated July 17, 2019
76
passed in accordance with Sections 42 of the Companies Act.

Conditions The subscription from applicants shall be accepted for allocation and allotment by the
precedent to Bank, subject to the following:
subscription of
Bonds a. Rating letters and rating rationales from India Ratings not being more than one
month old from the date of issue opening date;
b. Consent letter from the Trustees to act as Trustee to the Bondholder(s);
c. Letter from BSE conveying in-principle approval for listing and trading of Bonds.
Conditions The Bank shall ensure that the following documents are executed/activities are completed,
subsequent to as per terms of this Disclosure Document:
subscription of
Bonds a. Credit of Demat Account(s) of the Allottee(s) by number of Bonds allotted within 2
(two) working days from the Deemed Date of Allotment;
b. Making application to BSE within 15 (fifteen) days from the Deemed Date of
Allotment to list the Bonds and seek listing permission within 20 (twenty) days from
the Deemed Date of Allotment; and
c. Neither the Bank nor any related party over which the Bank exercises control or
significant influence (as defined under relevant Accounting Standards) shall
purchase the Bonds, nor would the Bank directly or indirectly fund the purchase of
the Bonds. The Bank shall not grant advances against the security of the Bonds
issued by it.
Cross Default Not Applicable
Events of Default Not Applicable.
The Bondholders shall have no rights to accelerate the repayment of future scheduled
payments (coupon or principal) except in bankruptcy and liquidation.
Role and The Trustees shall perform its duties and obligations and exercise its rights and
Responsibilities of discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Bonds
Trustees to the and shall further conduct itself, and comply with the provisions of all applicable laws,
Issue provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be
applicable to the Trustees. The Trustees shall carry out its duties and perform its functions
as required to discharge its obligations under the terms of SEBI Debt Regulations, the
Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the
Debenture Trusteeship Agreement, Disclosure Document and all other related transaction
documents, with due care, diligence and loyalty.
Governing Law The Bonds are governed by and shall be construed in accordance with the laws of India,
and Jurisdiction as modified or amended from time to time. Any dispute arising thereof will be subject to
the sole jurisdiction of courts of Thrissur, Kerala.
Additional 1. Delay in Listing: The Issuer shall complete all the formalities and seek listing
Covenants permission within 15 days from the Deemed Date of Allotment. In the event of delay
in listing of Bonds beyond 20 days from the Deemed Date of Allotment, the Issuer
shall pay penal interest of 1.00% per annum over the Coupon Rate from the expiry
of 30 days from the Deemed Date of Allotment till the listing of Bonds to the
Bondholder(s).
2. Refusal for Listing: If listing permission is refused before the expiry of the 20 days
from the Deemed Date of Allotment, the Issuer shall forthwith repay all monies
received from the applicants in pursuance of the Disclosure Document along with
penal interest of 1.00% per annum over the Coupon Rate from the expiry of 20 days
from the Deemed Date of Allotment till the date the Bonds are listed on the WDM
of the BSE.
3. Default in payment of interest and principal: In relation to the principal amount and
coupon payable in respect of the Bonds, in case the same is not paid on the respective
Due Dates, the defaulted amounts shall carry further interest at the rate of 2.00% per
77
annum over and above the Coupon Rate, from the date of occurrence of such default
up to the date on which the defaulted amounts together with default interest is paid
4. Delay in execution of the Debenture Trust Deed: In case of failure of the Bank to
execute the Debenture Trust Deed within 60 (sixty) days after the allotment of the
debentures, without prejudice to the provisions of the Companies Act 2013 and the
SEBI (Issue and Listing of Debt Securities) Regulations, 2008, the Issuer shall also
pay an additional interest of at least 2% per annum over and above the agreed
Coupon rate, to the debenture holders till the execution of the Debenture Trust Deed.
Loss Absorption (1) If a pre-specified Trigger Event (as described below) occurs, the Issuer shall:
at the Pre-
Specified Trigger (i) notify the Debenture Trustee;
(ii) cancel any coupon which is accrued and unpaid to as on the Trigger event
date; and
(iii) without the need for the consent of Bondholders or the Debenture Trustee,
write down the outstanding principal of the Bonds by such amount as the
Issuer may in its absolute discretion decide. However, the aggregate amount
to be written-off for all additional tier 1 instruments on breaching the trigger
level must be at least the amount needed to immediately return the Bank’s
Common Equity Tier 1 to the trigger level or, if this is not possible, the full
principal value of the instruments. Further, the Bank will have full discretion
to determine the amount of additional tier 1 instruments to be written-down
subject to the amount of write-down not exceeding the amount which would
be required to bring the Common Equity Tier 1 1 to 8% of risk weighted
assets (minimum Common Equity Tier 1 of 5.5% + capital conservation
buffer of 2.5%).
Level of Pre- Specified Trigger and amount of Equity to be created by writedown
(2) The pre-specified trigger for loss absorption through write-down of these bonds
is Common Equity Tier 1 capital of 6.125% of RWAs.
(3) The write-down of any Common Equity Tier 1 capital shall not be required before
a write-down of any Additional Tier 1 capital instrument.
(4) The write-down mechanism (temporary) which allocates losses to the Additional
Tier 1 instruments (additional tier 1 instruments) must generate Common Equity
Tier 1 (“CET1”) under Indian Accounting Standards. 4. When The Bank breaches
the pre-specified trigger of loss absorbency of additional tier 1 and the equity is
replenished through write-down, such replenished amount of equity will be
excluded from the total equity of the bank for the purpose of determining the
proportion of earnings to be paid out as dividend in terms of rules laid down for
maintaining capital conservation buffer. However, once the bank has attained
total Common Equity ratio of 8% without counting the replenished equity capital,
that point onwards, the bank may include the replenished equity capital for all
purposes (If the total CET1 ratio of the bank falls again below the 8%, it would
include the replenished capital for the purpose of applying the capital
conservation buffer framework).
(5) The write-down may be allowed more than once in case Bank hits the prespecified
trigger level subsequent to the first write-down which was partial.
(6) The write-down of additional tier 1 instruments are primarily intended to
replenish the equity in the event it is depleted by losses. Therefore, Bank will not
use writedown of additional tier 1 instruments to support expansion of balance
sheet by incurring further obligations / booking assets.
78
(7) If Bank goes into liquidation before the additional tier 1instruments have been
writtendown, these instruments will absorb losses in accordance with the order of
seniority indicated in this term sheet and as per usual legal provisions governing
priority of charges.
(8) If Bank goes into liquidation after the additional tier 1 instruments have been
writtendown, the holders of these instruments will have no claim on the proceeds
of liquidation.
(a) Amalgamation of a banking company: (Section 44 A of BR Act, 1949)
(9) If Bank is amalgamated with any other bank before the additional tier 1
instruments have been written-down, these instruments will become part of the
corresponding categories of regulatory capital of the new bank emerging after the
merger.
(10) If Bank is amalgamated with any other Bank after the additional tier 1 instruments
have been written-down temporarily, the amalgamated entity can write-up these
instruments as per its discretion.
(b) Scheme of reconstitution or amalgamation of a banking company: (Section 45 of
BR Act, 1949)
(11) If the relevant authorities decide to reconstitute Bank or amalgamate Bank with
any other Bank under the Section 45 of BR Act, 1949, such a Bank will be deemed
as non-viable or approaching non-viability and both the pre-specified trigger and
the trigger at the point of non-viability write off of these instruments will be
activated. Accordingly, these instruments will be fully written-off permanently
before amalgamation / reconstitution in accordance with these rules.
(12) The order of write down of these instruments will be same as mentioned in the
Seniority clause of this termsheet or elsewhere in the Term sheet/ disclosure
document.
(13) Reinstatement: Following a write-down pursuant to above conditions (temporary
write-down), the outstanding principal amount of the Bonds may be increased in
accordance with RBI guidelines. Bonds may be subject to more than one
Reinstatement.
Special Features: Minimum requirements to ensure Loss Absorbency of Non-equity Regulatory Capital
Instruments at the Point of Non-Viability
Mode of Loss The Bonds, at the option of the Reserve Bank of India, may be written off upon the
Absorption and occurrence of the trigger event, called the ‘Point of Non-Viability (PONV) Trigger’
Trigger Event stipulated below. The amount of Bonds to be written-off will be determined by the RBI.
i. The PONV Trigger event is the earlier of:
a) a decision that a full and permanent write-off, without which the Bank would
become non-viable, is necessary, as determined by the Reserve Bank of India;
and
b) the decision to make a public sector injection of capital, or equivalent support,
without which the Bank would have become non-viable, as determined by the
relevant authority.
The write-off of any Common Equity Tier 1 capital shall not be required before the write-
off of any Non-equity (Additional Tier 1 and Tier 2) regulatory capital instrument.
Such a decision would invariably imply that the write-off consequent upon the trigger
event must occur prior to any public sector injection of capital so that the capital provided
by the public sector is not diluted. As such, the contractual terms and conditions of an
instrument must not provide for any residual claims on the Bank which are senior to
ordinary shares of the Bank (or banking group entity where applicable), following a
79
trigger event and when write-off is undertaken.

A Non-viable A non-viable bank will be a bank which, owing to its financial and other difficulties, may
bank no longer remain a going concern on its own in the opinion of the RBI unless appropriate
measures are taken to revive its operations and thus, enable it to continue as a going
concern. The difficulties faced by a bank should be such that these are likely to result in
financial losses and raising the Common Equity Tier 1 capital of the bank should be
considered as the most appropriate way to prevent the bank from turning non-viable. Such
measures would include write-off of the Bonds in combination with or without other
measures as considered appropriate by the RBI.
In rare situations, a bank may also become non-viable due to non- financial problems,
such as conduct of affairs of the bank in a manner which is detrimental to the interest of
depositors, serious corporate governance issues, etc. In such situations raising capital is
not considered a part of the solution and therefore, may not attract provisions of this
framework.
Restoring In case of the Bank facing financial difficulties and approaching a PONV will be deemed
Viability to achieve viability if within a reasonable time in the opinion of the RBI, it will be able to
come out of the present difficulties if appropriate measures are taken to revive it. The
measures including augmentation of equity capital through write-off/public sector
injection of funds are likely to:
a) Restore depositors’/investors’ confidence;
b) Improve rating /creditworthiness of the bank and thereby improve its borrowing
capacity and liquidity and reduce cost of funds; and
c) Augment the resource base to fund balance sheet growth in the case of fresh injection
of funds.
Replenishment of In case the Bank breaches the PONV trigger and the equity is replenished either through
Equity write-off of Bonds, such replenished amount of equity will be excluded from the total
equity of the bank for the purpose of determining the proportion of earnings to be paid
out as dividend in terms of rules laid down for maintaining capital conservation buffer.
However, once the bank has attained total Common Equity ratio of 8% without counting
the replenished equity capital, that point onwards, the bank may include the replenished
equity capital for all purposes. If the total CET1 ratio of the bank falls again below the
total Common Equity ratio of 8%, it would include the replenished capital for the purpose
of applying the capital conservation buffer framework.
Treatment of The following provisions regarding treatment of Bonds in the event of winding-up,
Bonds in the event amalgamation, acquisition, re-constitution etc. of the bank shall be applicable to the Bonds
of winding-up, when these events take place after write-off at the PONV:
amalgamation,
(a) If the Bank goes into liquidation before the Bonds have been written-down, the
acquisition, re-
Bonds will absorb losses in accordance with the order of seniority indicated in the
constitution etc. of
Disclosure Document and as per usual legal provisions governing priority of
the Bank
charges.
(b) If the Bank goes into liquidation after the Bonds have been written-down, the
Bondholders will have no claim on the proceeds of liquidation.
(c) Amalgamation of a banking company: (Section 44 A of BR Act, 1949
(i) If the Bank is amalgamated with any other bank before the Bonds have been
written-down, the Bonds will become part of the corresponding categories
of regulatory capital of the new bank emerging after the merger.
(ii) If the Bank is amalgamated with any other bank after the Bonds have been
written-down temporarily, the amalgamated entity can write-up these Bonds
as per its discretion.
(iii) If the Bank is amalgamated with any other bank after the Bonds have been
written-down permanently, the Bonds cannot be written-up by the
80
amalgamated entity
(d) Scheme of reconstitution or amalgamation of a banking company: (Section 45 of
BR Act, 1949)
If the relevant authorities decide to reconstitute the Bank or amalgamate the Bank
with any other bank under the Section 45 of BR Act, 1949, the Bank will be
deemed as non-viable or approaching non-viability and both the pre-specified
trigger and the trigger at the point of non-viability for write-down of Bonds will
be activated. Accordingly, the Bonds will be fully written-down permanently
before amalgamation/ reconstitution in accordance with the RBI Norms/ RBI
Guidelines.
Order of write-off/ The order of write-off of the Bonds vis-a-€vis other regulatory capital instruments which
Seniority of the Bank has already issued or may issue in future, will be in accordance with clause on
claims "Seniority of the Instrument" as mentioned earlier in this Summary Term Sheet and per
usual legal provisions governing priority of charges.
Write-off of any Common Equity Tier 1 (CET-1) capital shall not be required before the
write off of any Non-Equity (Additional Tier-I and Tier 2) regulatory capital instrument.
The decision of write-off shall be exercised across all Bondholders of the Bonds;
Once the Bonds are written-off, the Bondholders shall have no claim on the proceeds of
liquidation.
Criteria to a) The framework with respect to write-off of the Bonds will be invoked when the Bank
Determine the is adjudged by Reserve Bank of India to be approaching the point of non-viability,
PONV or has already reached the point of non-viability, but in the views of RBI:
i. there is a possibility that a timely intervention in form of capital support, with

or without other supporting interventions, is likely to rescue the Bank; and
ii. if left unattended, the weaknesses would inflict financial losses on the Bank
and, thus, cause decline in its common equity level.
b) The purpose of write-off of non-equity regulatory capital elements will be to shore

up the capital level of the bank. RBI would follow a two-stage approach to determine
the non-viability of a bank. The Stage 1 assessment would consist of purely objective
and quantifiable criteria to indicate that there is a prima facie case of the Bank
approaching non-viability and, therefore, a closer examination of the Bank’s
financial situation is warranted. The Stage 2 assessment would consist of
supplementary subjective criteria which, in conjunction with the Stage 1
information, would help in determining whether the Bank is about to become non-
viable. These criteria would be evaluated together and not in isolation.
c) Once the PONV is confirmed, the next step would be to decide whether rescue of
the Bank would be through write-off alone or write-off in conjunction with a public
sector injection of funds.
d) The trigger at PONV will be evaluated both at consolidated and solo level and breach
at either level will trigger conversion / write-off.
e) As the capital adequacy is applicable both at solo and consolidated levels, the
minority interests in respect of capital instruments issued by subsidiaries of banks
including overseas subsidiaries can be included in the consolidated capital of the
banking group only if these instruments have pre-specified triggers (in case of
additional tier 1 capital instruments) / loss absorbency at the PONV (for all non-
common equity capital instruments). In addition, where a bank wishes the instrument
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issued by its subsidiary to be included in the consolidated group’s capital in addition

to its solo capital, the terms and conditions of that instrument must specify an
additional trigger event.
The cost to the parent of its investment in each subsidiary and the parent’s portion
of equity of each subsidiary, at the date on which investment in each subsidiary is
made, is eliminated as per AS-21. So, in case of wholly-owned subsidiaries, it would
not matter whether or not it has same characteristics as the bank’s capital. However,
in the case of less than wholly owned subsidiaries (or in the case of non-equity
regulatory capital of the wholly owned subsidiaries, if issued to the third parties),
minority interests constitute additional capital for the banking group over and above
what is counted at solo level; therefore, it should be admitted only when it (and
consequently the entire capital in that category) has the same characteristics as the
bank’s capital.
Electronic book mechanism for issuance of debt securities on private placement

basis. This additional trigger event is the earlier of:
1. a decision that a write-off, without which the bank or the subsidiary would
become non-viable, is necessary, as determined by the Reserve Bank of India;
and
2. the decision to make a public sector injection of capital, or equivalent support,

without which the bank or the subsidiary would have become non-viable, as
determined by the Reserve Bank of India. Such a decision would invariably
imply that the write-off consequent upon the trigger event must occur prior to
any public sector injection of capital so that the capital provided by the public
sector is not diluted.
In such cases, the subsidiary should obtain its regulator’s approval/ no-objection for
allowing the capital instrument to be converted/written-off at the additional trigger
point referred to in clause (e) above.
Any common shares paid as compensation to the holders of the instrument must be
common shares of either the issuing subsidiary or the parent bank (including any
successor in resolution).
Electronic Bid SEBI vide its circular no. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018, and
Mechanism any amendments thereto read with “Operational Guidelines for issuance of securities on
private placement basis through an electronic book mechanism” issued by the BSE
Limited vide their notice no. 20180328-53 dated March 28, 2018 and updated by notice
no. 20180928-24 dated September 28, 2018 and any amendments thereto (“BSE EBP
guidelines”). (The SEBI EBP circular and the BSE EBP Guidelines are hereinafter
collectively referred to as the “Operational Guidelines”) made electronic book mechanism
mandatory for all private placements of debt securities in primary market with an issue
size of Rs. 200 crores and above, inclusive of green shoe option, if any.
The issue shall be made through Electronic Bidding Process (“EBP”) as specified by SEBI
and applicable for issuance of debt securities on private placement basis.
Treatment in The instrument cannot contribute to liabilities exceeding assets if such a balance sheet test
Insolvency forms part of a requirement to prove insolvency under any law or otherwise.
Treatment in case (i) If the bank goes into liquidation before the additional tier 1 Instruments have been
of Winding up written-down/written off, these instruments will absorb losses as per usual legal
provisions governing priority of charges;
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(ii) If the bank goes into liquidation after the additional tier 1 instruments have been
written down/written off, the holders of these instruments will have no claim on
the proceeds of liquidation.
Prohibition on Neither the Issuer nor a related party over which the Issuer exercises control or significant
Purchase/ Funding influence (as defined under relevant accounting standards) shall purchase the Bonds, nor
of Bonds shall the Issuer directly or indirectly fund the purchase of the Bonds. The Issuer shall also
not grant advances against the security of the Bonds issued by it.
Reporting of Non- All instances of non-payment of coupon shall be notified by the Bank to the Chief General
payment of Managers-in-Charge of Department of Banking Operations and Development and
Coupons Department of Banking Supervision of the Reserve Bank of India, Mumbai.
Regulatory The present issue of Bonds is being made in pursuance of Master circular no.
Guidelines DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 issued by the Reserve Bank of
India on Basel III Capital Regulations and clarifications issued thereof vide circular nos.
DBR.No.BP.BC.71/ 21.06.201/2015-16 dated January 14, 2016 and DBR.
BP.BC.No.50/21.06.201/2016-17 dated February 02, 2017 (“Master Circular”) covering
terms and conditions for issue of Perpetual Debt Instruments (“PDIs”) for inclusion in
Additional Tier 1 Capital (Annex 4 of the Master Circular) and minimum requirements to
ensure loss absorbency of Additional Tier 1 instruments at pre-specified trigger and of all
non-equity regulatory capital instruments at the point of non-viability (Annex 16 of the
Master Circular). In the event of any inconsistency in terms of the Bonds as laid down in
any of the transaction document(s) and terms of the BASEL III Guidelines, the provisions
RBI Circular on BASEL III Guidelines shall prevail.
Note: The Bank reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue
schedule without giving any reasons or prior notice. The Bank also reserves its sole and absolute right to
change the deemed date of allotment and issue size of the above issue without giving any reasons or prior
notice. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates may also be
changed at the sole and absolute discretion of the Issuer
8.2. ISSUE PROCEDURE
Bidding Process
This Disclosure Document has been drafted in compliance with the SEBI ILDS Regulations, the
Memorandum and Articles of Association of the Bank and all other Applicable Laws. This section
applies to all Eligible Participants. Please note that all Eligible Participants are required to make
payment of the full application amount in accordance with the Operational Guidelines.
Pursuant to resolutions of the Board dated 16 January 2020 the Issuer has been authorised to Issue the
Bonds and a Capital Planning and Infusion Committee resolution dated 16 January, 2020, the Issuer has
been authorised to inter alia invite bids in relation to the issue of Bonds pursuant to this Disclosure
Document.
Who can bid?
All Eligible Participants comprising of investors specifically mapped by the Issuer on the BSE EBP
platform, are eligible to bid for this Issue.
All Eligible Participants are required to comply with the relevant regulations/ guidelines applicable to
them for investing in this Issue in accordance with the norms approved by the Government of India,
RBI or any other statutory body from time to time, including but not limited to the Operational
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Guidelines for investing in this Issue.
Right to Accept or Reject Bids
The Issuer reserves its full, unqualified and absolute right to accept or reject any application for bid, in
part or in full, without assigning any reason thereof in accordance with the Operational Guidelines.
Manner of Bidding
The Issue will be through Closed Book Bidding on the EBP platform in line with EBP Guidelines vide
SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018.
Manner of settlement
Settlement of the Issue will be done through the ICCL account of the Stock exchange and the account
details are given in the section on ‘Payment Mechanism’ of this Disclosure Document.
Provisional or Final Allocation
Allocation shall be made on a pro rata basis in the multiples of the bidding lot size, i.e., in multiples of
₹ 10,00,000 (Rupees Ten Lakh Only). Post completion of bidding process, the Issuer will upload the
provisional allocation on the BSE EBP platform. Post receipt of details of the successful bidders, the
Issuer will upload the final allocation file on the BSE-EBP platform.
Method of Allotment
The allotment will be done on uniform pricing in line with EBP Guidelines vide SEBI circular
SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018.
Settlement cycle
The process of pay-in of funds by investors and pay-out to Issuer will be done on T+2 day, where T is
the Issue day. For further, details, please see below section named ‘Settlement Process’.
How to bid?
All Eligible Participants will have to register themselves as a one-time exercise (if not already
registered) under the BSE EBP platform offered by BSE for participating in the electronic book
mechanism. Eligible Participants will also have to complete the mandatory KYC verification process.
Eligible Participants should refer to the Operational Guidelines.
The details of the Issue shall be entered on the BSE EBP platform by the Issuer at least 2 (two) working
days prior to the Issue / Bid Opening Date, in accordance with the Operational Guidelines. The Issue
will be open for bidding for the duration of the bidding window that would be communicated through
the Issuer’s bidding announcement on the BSE – EBP platform, at least 1 (one) working day before the
start of the Issue / Bid Opening Date.
A bidder will only be able to enter the amount while placing their bids in the BSE – EBP platform, since
the proposed issue is a fixed rate/coupon issue.
Application Size
Applications for the Bonds are required to be for a minimum of 10 (ten) Bonds and multiples of 10 (ten)
Bond thereafter.
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All Eligible Participants under the Operational Guidelines and subsequent Bondholders (who shall
purchase the Bonds in the secondary market) are required to consult their own advisors in investing in
the Bonds and comply with the relevant rules, regulations, guidelines or notifications applicable to them
for investing in the Bonds.
Offer or Issue of PPOAL to Identified Investors
The PPOAL along with the Application Form will be issued to the successful bidders who are the
Identified Investors. Identified Investors will be required to complete and submit the Application Form
and Part B of the PPOAL to the Issuer in order to accept the offer of Bonds.
No person other than the Identified Investors to whom the PPOAL has been issued by Issuer may apply
for the Issue through the PPOAL and any Application Form received from a person other than those
specifically addressed will be invalid.
Minimum Subscription
The requirement of minimum subscription shall not be applicable to the Issue and therefore the Issuer
shall not be liable to refund the subscription(s) or proceed(s) in respect of Issue in the event of the total
Issue collection falling short of the proposed Issue size or certain percentage of the proposed Issue size.
Payment Mechanism
Payment of subscription money for the Bonds should be made by the Identified Investors as notified by
the Issuer (to whom the Issuer has issued given the offer by issue of PPOAL).
Identified Investors should do the funds pay-in as per the e-bidding procedure.
Name of the Banker ICICI BANK YES BANK HDFC BANK
INDIAN INDIAN
INDIAN CLEARING CLEARING CLEARING
Beneficiary Name
CORPORATION LTD CORPORATION CORPORATION
LTD LIMITED
Credit into Current
ICCLEB ICCLEB ICCLEB
A/c No.
IFS Code ICIC0000106 YESB0CMSNOC HDFC0000060
Mode NEFT/RTGS NEFT/RTGS NEFT/RTGS
Successful bidders must do the subscription amount payment to the Designated Bank Account on or
before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Identified Investors should ensure to make
payment of the subscription amount for the Bonds from their same bank account which is updated by
them in the BSE EBP platform while placing the bids. In case of mismatch in the bank account details
between BSE - EBP platform and the bank account from which payment is done by the successful
bidder, the payment would be returned.
Note: In case of failure of any Identified Investor to complete the subscription amount payments by the
Pay-in Time or the funds are not received in the Designated Bank Account by the Pay-in Time for any
reason whatsoever, the bid will liable to be rejected and the Issuer shall not be liable to issue Bonds to
such Identified Investors.
Retention of oversubscription
The Issuer shall have an option at its sole discretion to retain over-subscription up to the Issue Size.
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Date of Subscription
The date of subscription shall be the date of realisation of proceeds of subscription money in the
Designated Bank Account.
Settlement Process
Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the
Depositories on the Pay In Date, and the Depositories shall accordingly credit the allocated Bonds to
the demat account of the successful bidder.
The Company shall give the instruction to the Registrar for crediting the Bonds by 12:00 p.m. on the
Pay-In Date. The Registrar shall provide corporate action file along with all requisite documents to
Depositories by 12:00 p.m. on the Pay-In Date. On the Pay-In Date, the Depositories shall confirm to
the Issuer the transfer of Bonds in the demat account(s) of the successful bidder(s).
Post-Allocation Disclosures by the EBP
Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number
of successful bidders, category of the successful bidder(s), etc., in accordance with the Operational
Guidelines. The EBP shall upload such data, as provided by the Issuer, on its website to make it available
to the public.
General:
Applications for the Bonds must be in the prescribed form and completed in BLOCK LETTERS in
English and as per the instructions contained therein. Applications complete in all must be submitted
on the day of completion of bid itself to either the Bank’s Compliance Officer or to any other person
authorized to collect the application in any of the locations informed in due course.
Applications should be for the number of Bonds applied by the Applicant. Applications not completed
in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and
account number must be filled in the Application Form. This is required for the applicant’s own safety
and these details will be used for remitting the interest/ redemption in future. In case of any change in
the bank account details of the applicant, the bank account details as provided by the Depositories with
respect of the concerned demat account number under which the bonds are held shall be considered by
the Bank for remittance of interest/redemption purposes.
The applicant should mention Permanent Account Number (PAN) allotted under the Income-tax Act,
1961. Application Forms without this information will be considered incomplete and are liable to be
rejected.
Applications by the Companies

A certified true copy of the Board Resolution stating authorization to subscribe to the Bonds along with
name of person who are authorized to apply on behalf of such company and along with the names and
specimen signature(s) of all the authorized signatories and the tax exemption certificate/document, if
any, must be lodged along with the submission of the completed Application Form.
Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with
the names and specimen signature(s) of all the authorized signatories and the tax exemption
certificate/document, if any, must be lodged along with the submission of the completed Application
Form. Further modifications/ additions in the power of attorney or authority should be notified to the
86
Bank or to the Registrars or to such other person(s) at such other address(es) as may be specified by the
Bank from time to time through a suitable communication.
Application by Provident Funds, Superannuation Funds and Gratuity Funds

The applications must be accompanied by certified true copies of
 Trust Deed / Bye Laws /Resolutions
 Resolution authorizing Investment
 Specimen Signatures of the Authorized Signatories
Those desirous of claiming tax exemptions on interest payments, such certificates have to be submitted
periodically.
Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme
of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple
applications, provided that the application made by the Asset Management Company/ Trustees/
Custodian clearly indicate their intention as to the scheme for which the application has been made.
For further instructions about how to make an application for applying for the Bonds and procedure
for remittance of application money, please refer to the Term Sheet and the Application Form.
Future Borrowings
The Bank shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as
also issue Bonds or other securities in any manner with ranking as pari-passu basis or otherwise and to
change its capital structure, including issue of shares of any class or redemption or reduction of any
class of paid up capital, on such terms and conditions as the Bank may think appropriate, without the
consent of, or intimation to, the Bondholder(s) or the Trustees in this connection.
Terms of Payment
The full face value of the Bonds applied for is to be remitted once the bid is accepted under BSE EBP
Mechanism. Investor(s) need to send in the Application Form and the details of RTGS for the full value
of Bonds applied for.
Rights of Bondholder(s)
Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege
of shareholders other than those available to them under statutory requirements. The Bonds allotted
under this issue are also subject to RBI Directions with respect to BASEL norms. The Bond(s) shall not
confer upon the holders the right to receive notice, or to attend and vote at the general meetings of the
Bank. The principal amount and interest on the Bonds will be paid to the registered Bondholders only,
and in case of Joint holders, to the one whose name stands first.
Besides the above, the Bonds shall be subject to the provisions of the terms of this bond issue and the
other terms and conditions as may be incorporated in the Bond Trusteeship Agreement and other
documents that may be executed in respect of these Bonds.
Procedure and Time Schedule for Allotment/Refund

As per the operating instructions of the BSE EBP mechanism. Subject to the completion of all legal
formalities within 3 months from the Date of Allotment, or such extended period as may be approved
by the Appropriate Authorities, the initial credit akin to a Letter of Allotment in the Beneficiary Account
of the investor would be replaced with the number of Bonds allotted which will be akin to a Bond
Certificate.
Over-subscription and Basis of Allotment

In the event of issue being oversubscribed, the Bank reserves its full, unqualified and absolute right of
allotment/ rejection in full or pro-rata at its discretion without assigning any reason thereof.
87
Right to Accept or Reject Applications

The Bank 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
direct credit/RTGS/NEFT or refund warrant as the case may be, if applicable. The Application Forms
that are not complete in all respects are liable to be rejected. Application would be liable to be rejected
on one or more technical grounds, including but not restricted to:
 Number of bonds applied for is less than the minimum application size;
 Applications exceeding the issue size;
 Bank account details not given;
 Details for issue of Bonds in electronic/ dematerialized form not given;
 PAN/GIR and IT Circle/Ward/District not given;
 In case of applications under Power of Attorney by limited companies, corporate bodies,
trusts, etc. relevant documents not submitted;
 In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application
monies of such Bonds will be refunded, as may be permitted.
Force Majeure
The Issuer reserves the right to withdraw the Issue prior to the Issue Closing Date in the event of any
unforeseen development adversely affecting the economic and regulatory environment.
Signatures
Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be
attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.
Fictitious Applications
Any person who makes, in fictitious name, any application to a body corporate for acquiring, or
subscribing to, the bonds, or otherwise induced a body corporate to allot, register any transfer of bonds
therein to them or any other person in a fictitious name, shall be punishable under the extant laws.
Depository Arrangements
The Bank has appointed Integrated Registry Management Services Pvt Ltd, as the Registrar for the
present Bond Issue. The Bank has entered into necessary depository arrangements with National
Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”)
for dematerialization of the Bonds offered under the present Issue, in accordance with the Depositories
Act, 1996 and regulations made there under. In this context, the Bank has signed two tripartite
agreements as under:
1. Tripartite Agreement between the Bank, NSDL and the Registrar for dematerialization of the
Bonds offered under the present Issue.
2. Tripartite Agreement between the Bank, CDSL and the Registrar for dematerialization of the
Bonds offered under the present Issue.
3. Bondholders can hold the bonds only in dematerialized form and deal with the same as per
the provisions of Depositories Act, 1996 as amended from time to time.
Modification of Rights
The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated
with the consent, in writing, of those holders of the Bonds who hold at least three fourth of the
outstanding amount of the Bonds or with the sanction accorded pursuant to a resolution passed at a
meeting of the Bondholders, provided that nothing in such consent or resolution shall be operative
against the Bank where such consent or resolution modifies or varies the terms and conditions of the
Bonds, if the same are not acceptable to the Bank.
Notices
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All notices required to be given by the Bank or by the Trustees to the Bondholders shall be deemed to
have been given if sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or
if published in one English daily newspaper having nation-wide circulation and one regional language
newspaper.
All notices required to be given by the Bondholder(s), shall be sent by registered post or by hand
delivery to the Bank or to such persons at such address as may be notified by the Bank from time to
time.
Letter(s) of Allotment / Bond Certificate(s) /Issue of Letter(s) of Allotment

The beneficiary account of the investor(s) with NSDL/ CDSL/ Depository Participant will be given
initial credit within 15 working days from the 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 Bond Certificate.
Issue of Bond Certificate(s)

Subject to the completion of all statutory formalities within time frame prescribed in the relevant
Regulations/Act/ Rules etc., the initial credit akin to a Letter of Allotment in the Beneficiary Account
of the investor would be replaced with the number of Bonds allotted. The Bonds since issued in
electronic (dematerialized) form, will be governed as per the provisions of the Depository Act,
Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules
notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules
notified in respect thereof. The Bonds shall be allotted in dematerialized form only.
Mode of Transfer of Bonds

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by
the NSDL/CDSL/Depository Participant of the transferor/transferee and any other applicable laws and
rules notified in respect thereof. The normal procedure followed for transfer of securities held in
dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller
should give delivery instructions containing details of the buyer’s DP account to his depository
participant. The transferee(s) should ensure that the transfer formalities are completed prior to the
Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person,
whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s)
would need to be settled with the transferor(s) and not with the Bank.
Interest on Application Money

Since the application process is governed by the BSE EBP, interest on application money is not payable.
Deduction of Tax at Source

As applicable in terms of Income Tax Act, 1961 or as may be amended from time to time.
Payment on Redemption: Not Applicable
List of Beneficial Owners

The Bank shall request the Depository to provide a list of Beneficial Owners as at the end of the Record
Date. This shall be the list, which shall be considered for payment of interest or repayment of principal
amount, as the case may be.
Investor Relations and Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously as far as possible. The Bank
shall endeavor to resolve the investor’s grievances within 30 days of its receipt. All grievances related
to the issue quoting the Application Number (including prefix), number of Bonds applied for, amount
paid on application and details of collection centre where the Application was submitted, may be
addressed to the Compliance Officer at registered office of the Bank. All investors are hereby informed
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that the Bank has designated a Compliance Officer who may be contacted in case of any pre-issue/ post-
issue related problems such as non-credit of letter(s) of allotment/ bond certificate(s) in the demat
account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the
Compliance Officer are given elsewhere in this Disclosure Document.
Trading of Bonds
The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of INR 1
lakh each. Trading of Bonds would be permitted in demat mode only in standard denomination of INR
1 lakh and such trades shall be cleared and settled in recognized stock exchange(s) subject to conditions
specified by SEBI. In case of trading in Bonds which has been made over the counter, the trades shall
be reported on a recognized stock exchange having a nationwide trading terminal or such other platform
as may be specified by SEBI.
Mode of Transfer of Bonds

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by
the NSDL/ CDSL/Depository Participant of the transferor/transferee and any other applicable laws and
rules notified in respect thereof. The normal procedure followed for transfer of securities held in
dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller
should give delivery instructions containing details of the buyer’s DP account to his depository
participant. The transferee(s) should ensure that the transfer formalities are completed prior to the
Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person,
whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s)
would need to be settled with the transferor(s) and not with the Bank.
Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do
so, will be governed by the then prevailing guidelines of RBI.
Common Form of Transfer

The Issuer undertakes that it shall use a common form/procedure for transfer of Bonds issued under
terms of this Disclosure Document.
Sharing of Information
The Bank may, at its option, use on its own, as well as exchange, share or part with any financial or
other information about the Bondholders available with the Bank, affiliates and other banks, financial
institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Bank nor their
agents shall be liable for use of the aforesaid information.
Disputes & Governing Law

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any
dispute arising thereof will be subject to the sole jurisdiction of courts of Thrissur, Kerala.
Deduction of Tax at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment
thereof will be deducted at source out of interest payable on Bonds.
Interest payable subsequent to the Deemed Date of Allotment of Bonds shall be treated as “Interest on
Securities” as per Income Tax Rules. Bondholders desirous of claiming exemption from deduction of
income tax at source on the interest payable on Bonds should submit tax exemption certificate/
document, under Section 193 of the Income-tax Act, 1961, if any, with the Registrars, or to such other
person(s) at such other address (es) as the Issuer may specify from time to time through suitable
communication, at least 45 days before the payment becoming due. Regarding deduction of tax at source
and the requisite declaration forms to be submitted, applicants are advised to consult their own tax
consultant(s).
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List of Beneficial Owners

The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record
Date. This shall be the list, which shall be considered for payment of interest or repayment of principal
amount, as the case may be.
Succession
In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint
holders for the time being, the Issuer shall recognize the executor or administrator of the deceased
Bondholder or the holder of succession certificate or other legal representative as having title to the
Bond(s).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 Bond(s) standing in the name
of the deceased Bondholder on production of sufficient documentary proof or indemnity.
Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps
have to be complied:
 Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that
the Bond was acquired by the NRI as part of the legacy left by the deceased holder.
 Proof that the NRI is an Indian National or is of Indian origin.
 Such holding by the NRI will be on a non -repatriation basis
8.3. Illustrative Cash Flows:
B. Details of the Bonds
Face Value per Bond (Rs.) 100000

Issue Price per Bond (Rs.) 100000
Redemption Price per Bond (Rs.) Not Applicable. However, in case of redemption due to exercise
of call option in accordance with Basel III Guidelines, the
Bonds shall be redeemed at par along with interest accrued till
one day prior to the Call Option Date subject to adjustments
and/or write off on account of “Loss Absorbency” as mentioned
in this Summary Term Sheet.
Deemed Date of Allotment 24.01.2020
First Call Option Due Date 24.01.2025
Tenor Not Applicable
Redemption/ Maturity Date Not Applicable
Coupon Rate 13.75%
Coupon Payment Dates Annually
C. Illustrative cash flows assuming call option is exercised by the Bank at the end of 5 years:
Coupon Payment Date and Modified Coupon Payment No. of Day Count Subscriptio
Redemption Date Date/ Redemption Date as Days Convention n/ Coupon/
per Business Day Convention Redemption
Amount
(Rs.)
91
Friday, January 24, 2020 Friday, January 24, 2020 -1,00,000.00
Sunday, January 24, 2021 Monday, January 25, 2021 366 Actual/Actual 13,750.00
Monday, January 24, 2022 Monday, January 24, 2022 365 Actual/Actual 13,750.00
Tuesday, January 24, 2023 Tuesday, January 24, 2023 365 Actual/Actual 13,750.00
Wednesday, January 24, 2024 Wednesday, January 24, 2024 365 Actual/Actual 13,750.00
Friday, January 24, 2025 Friday, January 24, 2025 366 Actual/Actual 13,750.00
Friday, January 24, 2025 Friday, January 24, 2025 0 1,00,000.00
D. Assumptions and Notes:

a. Call Option has been assumed after 5 years under table (C) above, for illustrative purpose
only.
b. In accordance with SEBI Circular no CIR/IMD/DF-1/122/2016 dated November 11, 2016:
i. For the purpose of coupon/ redemption payments, Business Days shall be all days
when the money market is functioning in Mumbai.
ii. In case of a leap year, if February 29 falls during the tenor of Debentures, then the
number of days shall be reckoned as 366 days (Actual/Actual day count convention)
for a whole one year period, irrespective of interest being payable on half yearly
basis. Thus for a half yearly interest payment, 366 days would be reckoned twice as
the denominator;
iii. If any Coupon Payment Date falls on a day that is not a Business Day, the payment
may be made on the following Business Day. However the dates of the future coupon
payments shall be as per the schedule originally stipulated at the time of issuing
Debentures. Thus the subsequent coupon schedule shall not be disturbed merely
because the payment date in respect of one particular coupon payment has been
postponed earlier because of it having fallen on a holiday.
iv. If the Redemption Date / Call Option Due Date (also being the last Coupon Payment
Date) of the Debentures falls on a day that is not a Business Day, the Redemption
Price/ Call Option Price shall be paid by the Bank on the immediately preceding
Business Day along with interest accrued on the Debentures until but excluding the
date of such payment.
c. For the purpose of above illustrations, only Sundays and 2nd & 4th Saturdays have been
assumed as non Business Days.
d. The above illustrations do not capture the impact of provisions mentioned in “Special
Features” in the Summary Term Sheet.
e. The Coupon Payment Date(s) and principal repayment date (either on redemption or on
exercise of Call Option) may further undergo change(s) in case of any scheduled and
unscheduled holiday(s) and/or changes in money market settlement day conventions by the
Reserve bank of India/ SEBI.
f. The coupon payable to each Bondholder shall be rounded off to the nearest rupee as per
the Fixed Income Money Market and Derivatives Association (“FIMMDA”) handbook on
market practices.
g. In case of revision in the Deemed Date of Allotment or in case of multiple allotment(s), the
Coupon Payment Dates may also be revised accordingly by the Bank at its sole & absolute
discretion.
92
9.0 DISCLOSURES RELATING TO WILFUL DEFAULT
Name of Year in Outstanding Name of Steps Other Any other

Bank which amount at entity taken for disclosures disclosures
declaring entity is the time of declared removal
entity to declared declaration as wilful from list
be wilful as wilful defaulter of wilful
defaulter defaulter defaulters
NIL NIL NIL NIL NIL NIL NIL
93
DECLARATION
94
ANNEXURES
Annexure – I: Credit Rating Letter from India Rating
95
96
97
98
99
100
101
102
103
Annexure - II: Letter of Consent from Debenture Trustee
104
Annexure – III: Letter of consent from Registrar
105
Annexure –IV: Application Form

Head Office: SIB House, T.B. Road, Mission Quarters, Thrissur 680 001, Kerala, India
CIN: L65191KL1929PLC001017
Tel: +91 487 2420020, 2420058, 2420113; Fax: +91 487 2442021
E-mail: [email protected]; Website: www.southindianbank.com
Application Form Sr. No. _____

Dear Sirs,
By making this application, I/we acknowledge that I/we have understood the terms and conditions of the issue
of The South Indian Bank Limited (“Bank”) as disclosed in the disclosure document for private placement dated
20th January 2020 (“Disclosure Document”). I/We apply for allotment of the Non-convertible, Perpetual, Fully
Paid-Up, Unsecured, Basel III compliant Tier 1 Bonds in the nature of Debentures (“Debentures”). The amount
payable on application as shown below is remitted herewith. On allotment, please place my/our name on the
Register of Bondholders. I/We bind ourselves to the terms and conditions as contained in the Disclosure
Document. I/We note that the Bank is entitled in its absolute discretion to accept or reject this application whole
or in part without assigning any reason whatsoever.
(PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)
1. APPLICATION DETAILS
First Applicant’s Name in Full (IN BLOCK LETTERS)
Second Applicant’s Name in Full (IN BLOCK LETTERS)
Third Applicant’s Name in Full (IN BLOCK LETTERS)
Mailing Address in Full (IN BLOCK LETTERS) (Do not repeat name. Post Box No. alone is not
sufficient)
106
Pin: Telephone/Mobile: Fax:
2. TAX DETAILS
PAN or GIR No. IT Circle / Ward / District Not Allotted
3. DETAILS OF BANK ACCOUNT OF THE FIRST APPLICANT
Name of the Bank

Branch
Account No.
Nature of Account (SB/ CA)
IFSC Code of Bank/ Branch
4. TAX DEDUCTION STATUS (Please tick one)
Fully Exempt [ ] (please furnish tax exemption certificate)

Tax to be deducted at source [ ]
5. SPECIMEN SIGNATURE(S)
Sr. Name of the Authorised Signatory Designation Signature

No.
1.
2.
3.
4.
5.
6. DETAILS OF DEMAT ACCOUNT WHERE BONDS SHALL BE CREDITED
Depository’s Name (tick one) [ ] NSDL [ ] CDSL

Depository Participant’s Name
DPID
Client ID
I/We understand that in case of allotment of Debentures to me/us, my/our Beneficiary Account as mentioned
above would be credited to the extent of Debentures allotted.
107
7. DETAILS OF BONDS APPLIED FOR AND REMITTANCE OF APPLICATION MONEY
Face Value per Bond is Rs. 1,00,000 and the Debentures are being issued at par. Entire face value of
Debentures applied for is payable on application. The application shall be for a minimum of 1 Debenture (Rs.
and in multiples of 1 (one) Bond thereafter.
No. of Debentures applied for (in

figures)
No. of Debentures applied for (in words)
Amount (Rs. in figures)
Amount (Rs. in words)
Particulars of remittance through RTGS mode
UTR No.
Name of remitting bank and branch
Date of remittance
I/We undertake that the remittance of application money against my/our subscription in the issue as per
application form has been remitted from a bank account in my/our own name.
8. CATEGORY OF APPLICANT
I/We are applying as: (please tick whichever is applicable)

Company/ Body Corporate Scheduled Commercial Bank Regional Rural Bank
Co-operative Bank Financial Institution Insurance Company
Mutual Fund Provident/ Superannuation/ Port Trust

Gratuity/ Pension Fund
NBFC & Residuary NBFC Association of Persons Society/ Trust
Statutory Corporation/ Resident Indian Individual Partnership Firm in the

Undertaking name of the partner
Limited Liability Partnership Hindu Undivided Family Others (please specify)
Firm through Karta
108
ACKNOWLEDGEMENT SLIP

Head Office: SIB House, T.B. Road, Mission Quarters, Thrissur 680 001, Kerala, India
CIN: L65191KL1929PLC001017
Tel: +91 487 2420020, 2420058, 2420113; Fax: +91 487 2442021
E-mail: [email protected]; Website: www.southindianbank.com
Application Form Sr. No. ______
Received from:
Address:
Application for:
No. of Debentures applied for (in figures)
No. of Debentures applied for (in words)
Amount (Rs. in figures)
Amount (Rs. in words)
Particulars of Remittance through RTGS mode
UTR No.
Name of remitting bank and branch
Date of remittance
109
INSTRUCTIONS
1. This being a private placement Issue, only those Eligible Investors who have been addressed through a
specific communication containing the Disclosure Document are eligible to apply.
2. Application Forms must be completed in BLOCK LETTERS IN ENGLISH. A blank space must be
kept between two or more parts of the name. For example:
A B C D E L T D
3. Applications complete in all respects must be submitted before the last date indicated in the issue time table
or such extended time as decided by the Bank, accompanied by details of remittance of the application
money.
4. The original Applications Forms (along with all necessary documents as detailed in the Disclosure
Document), payment details and other necessary documents should be sent to the Issuer, on the same day.
5. Cheque(s), demand draft(s), money orders, postal orders will not be accepted. The Bank assumes no
responsibility for any applications lost in mail.
Remittance of application money should be made by electronic transfer of funds through RTGS
mechanism for credit as per details given hereunder:
Name of the
ICICI BANK YES BANK HDFC BANK
Banker
INDIAN INDIAN
Beneficiary INDIAN CLEARING CLEARING CLEARING
Name CORPORATION LTD CORPORATION CORPORATION
LTD LIMITED
Credit into
ICCLEB ICCLEB ICCLEB
Current A/c No.
IFS Code ICIC0000106 YESB0CMSNOC HDFC0000060
Mode NEFT/RTGS NEFT/RTGS NEFT/RTGS
6. Applications should be for the number of Debentures applied by the Applicant. Applications not completed
in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account
number must be filled in the Application Form. This is required for the applicant’s own safety and these
details will be printed on the refund orders and interest/redemption warrants.
7. The applicant or in the case of an application in joint names, each of the applicant, should mention his/her
Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961. As per the provision of
Section 139A (5A) of the Income Tax Act, PAN needs to be mentioned on the TDS certificates. Hence,
the investors should mention his PAN. In case no PAN has been allotted, the applicant shall mention
“Applied for” nor in case the applicant is not assessed to income tax, the applicant shall mention ‘Not
Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose.
Application Forms without this information will be considered incomplete and are liable to be rejected.
8. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form.
Public/Private/Religious/Charitable Trusts, Provident Funds and Other Superannuation Trusts and other
investors requiring “approved security” status for making investments.
9. Receipt of the application will be acknowledged by Sole Arranger in the “Acknowledgement Slip”
appearing below the Application Form. No separate receipt will be issued.
10. Signatures should be made in English or in any other Indian language included in Schedule VIII of the
Constitution of India. Thumb impression must be attested by an authorized official of a Bank or by a
Magistrate/Notary Public under his/her official seal.
11. Those desirous of claiming tax exemptions on interest on Application Money are compulsorily required to
submit a certificate issued by the Income Tax Officer / relevant declaration forms as per Income Tax Act,
1961 along with the Application Form. In case the above documents are not enclosed with the application
forms, TDS will be deducted on interest on Application Money.
12. By making this application, the applicant(s) acknowledge that they have understood the features, terms,
conditions and risks associated with the Debentures as detailed in the Disclosure Document.
13. The Application would be accepted as per the terms and conditions of the Debentures outlined in the
Disclosure Document.
110
Annexure V
Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) for last
three years and auditor qualifications:
(a) Balance Sheet of the bank for the last three years:
Capital & Liabilities As on As on As on
31st March 2019 31st March 2018 31st March 2017
Capital 180.97 180.88 180.28

Reserves and Surplus 5154.36 5060.34 4665.19
Deposits 80,420.12 72,029.59 66,117.49
Borrowings 4,903.20 4,043.38 1,957.76
Other Liabilities and Provisions 1,620.57 1,371.68 1,391.43
TOTAL 92279.22 82685.87 74312.15
Assets
Cash & Balances with Reserve
3,661.82 3,258.24 3,077.98
Bank of India
Balances with banks & money at
1,160.94 962.81 809.74
call & short notice
Investments 19,081.38 18,363.08 19,429.67
Advances 62,693.74 54,562.89 46,389.47
Fixed Assets 708.66 680.78 656.10
Other Assets 4,972.68 4,858.08 3,949.19
TOTAL 92,279.22 82,685.87 74,312.15
Contingent Liabilities 9,669.37 11,507.65 7,215.15

Bills for Collection 1,436.09 1,192.87 980.10
111
(b) Profit & Loss Account Statement for the last three years.
Year ended Year ended Year ended

Particulars 31st March 31st March 31st March
2019 2018 2017
Income
Interest earned 6,876.52 6,192.81 5,847.08
Other Income 726.21 837.24 715.56
TOTAL 7,602.74 7,030.06 6,562.64
Expenditure
Interest expended 4,856.82 4,227.29 4,171.65
Operating Expenses 1,506.93 1,321.98 1,176.40
Provisions and contingencies 991.45 1,145.90 822.09
TOTAL 7,355.20 6,695.16 6,170.14
Profit
Net Profit for the year 247.53 334.89 392.50
Profit brought forward 354.03 355.66 173.71
TOTAL 601.56 690.55 566.21
Appropriations
Transfer to Statutory Reserves 61.89 83.73 98.13
Transfer to Revenue and Other Reserve 0.00 50.00 50.00
Transfer to Capital Reserves 36.37 29.88 39.55
Dividend Paid for FY 17-18 (including
87.26 86.36 0.00
Tax thereon)
Transfer to/from Investment Reserve
0.00 0.00 0.00
Account
Transfer to Investment Fluctuation
22.15 0.00 0.00
Reserve
Transfer to Special Reserve u/s
70.00 73.05 22.87
36(1)(viii) of Income Tax Act
FY 14-15 0.00 13.50 0.00
Transfer to Special Reserve FY 15-16 32.37 0.00 0.00
u/s 36(1)(viii) of Income
Tax Act pertaining to
earlier years including
corresponding Deferred FY 16-17 14.80 0.00 0.00
Tax Liability
Balance Carried over to Balance Sheet 276.72 354.03 355.66
TOTAL 601.56 690.55 566.21
112
(c) Cash Flow Statement of the bank for the last three years
PARTICULARS 31.03.2019 31.03.2019 31.03.2018 31.03.2018 31.03.2017 31.03.2017

Cash Flow from Operating
1677.92 792.86 1956.58
Activity
Cash Flow from Investing
-1174.53 -823.77 -1841.53
Activity
Cash Flow from Financing
98.31 364.25 498.20
Activity
Net Change in Cash & Cash
601.71 333.33 613.25
Equivalent
Cash & Cash Equivalent at

4221.05 3887.72 3274.47
the beginning of the year
Cash & Cash Equivalent at
4822.75 4221.05 3887.72
the end of the year
Net Change in Cash & Cash
601.71 333.33 613.25
Equivalent
Cash Flow from Operating

Activity
Net Profit After Tax 247.53 334.89 392.50
Add:
Provision debited to P&L A/c
:
Provision for Taxes 132.97 165.00 207.72
Provision on Non-Performing
684.30 693.46 621.78
Assets
Provision on Standard Assets 27.36 7.38 -1.72
Provision for Depreciation on
143.65 308.97 42.16
Investment
Other Provisions 3.17 -27.95 -47.85
Provision for Amortisation -
46.44 40.27 28.78
debited to Int. Income
Employee Benefit Provisions 0.00 0.00 0.00
Depreciation on Fixed Assets 69.64 63.73 65.38
ESOS Employee
Compensation Expense 0.99 0.97 0.86
Amortised
Deferred Employee Benefits 20.45
(Profit)/Loss on sale of Land,
-0.02 -0.61 0.85
Building and Other Assets
Add: Interest Paid on Bonds
97.28 1226.24 66.06 1317.28 50.22 968.18
(being Financing Activity)
Less
Tax Paid -137.13 -116.82 -312.66
Add:
(Increase)/ Decrease in
-8813.94 -8728.32 -6006.25
Advances
113
(Increase)/ Decrease in
203.01 1418.31 -3036.76
Investment
(Increase)/ Decrease in Other
-212.36 -1001.27 91.81
Assets
Increase/ (Decrease) in
8390.52 5912.10 10396.76
Deposits
Increase/ (Decrease) in
609.82 1595.62 -657.20
Borrowings
Increase/ (Decrease) in Other
164.23 341.29 61.05 -742.49 120.20 908.56
Liability & Provisions
Net cash Flow from

1677.92 792.86 1956.58
Operating Activity
Cash Flow From Investing

Activity
Purchase of fixed Assets -97.83 -88.98 -122.97
Sale of fixed Assets 0.32 0.55 1.37
(Purchase)/Sale of
Investments (Held to -1077.02 -1174.53 -735.34 -823.77 -1719.93 -1841.53
Maturity)
Cash Flow From Financing

Activity
Issue of Share Capital 1.62 11.32 634.40
Share issue expenses 0.00 0.00 -4.73
Dividend paid including tax -87.26 -86.82 -81.26
Interest Paid on Bonds -66.05 -50.25 -50.21
Issue/(Repayment) of
250.00 98.31 490.00 364.25 0.00 498.20
Subordinate Bonds
(d) Summary of reservations or qualifications or adverse remarks of auditors in the last five
financial years immediately preceding the year of circulation of offer letter and of their
impact on the financial statements and financial position of the company and the
corrective steps taken and proposed to be taken by the company for each of the said
reservations or qualifications or adverse remark.
 Extracts from Audit Report of Financial Year – 2018-19
Our Statutory Auditor have included the following matters of emphasis in their audit
report with respect to our financial statements for the financial year 2019:
We draw attention to Schedule 18.A.31(a)(i) to the financial statements regarding
deferment of additional provision requirement on account of Debt Asset Swap
transactions (“DAS”) entered into by the Bank in earlier years pursuant to the Reserve
Bank of India’s letter dated May 2, 2019 ref.DBS(T) No./424/02.02.006/2018-19 to the
bank prescribing asset classification and provisioning norms for DAS transactions
and the unamortized balance of Rs.33 crores as at March 31, 2019.
Our opinion is not qualified in respect of this matter.
114
Opinion
We have audited the accompanying financial statements of The South Indian Bank
Limited (“the Bank”), which comprise the Balance sheet as at March 31, 2019, the Profit
and Loss Account, the Cash Flow Statement for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other
explanatory information in which are included the returns for the year ended on that date
audited by the branch auditors of the Bank’s branches located at across India.
In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid financial statements give the information required by the Banking
Regulation Act, 1949 and the Companies Act, 2013 (“the Act”) in the manner so required
for the banking companies and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Bank as at
March 31, 2019, its profit and its cash flows for the year ended on that date.
i. Note no 18.B.6 (d) regarding deferment of additional provision requirement on account

of the enhancement in gratuity limits as per the amendment dated March 29, 2018 in
Payment of Gratuity Act, 1972 in terms of the Reserve Bank of India approval vide letter
no. DBR. BP.9730/21.04.018/2017-18 dated April 27, 2018, and the unamortised
balance as at March 31, 2018 of Rs.20.45 crores.
Opinion
In our opinion and to the best of our information and according to the explanations given
to us, the financial statements together with the notes thereon give the information
required by the Banking Regulation Act, 1949 as well as the Companies Act, 2013, in
the manner so required for the banking companies and give a true and fair view in
conformity with the accounting principles generally accepted in India of the state of
affairs of the Bank as at March 31, 2018, its profit and its cash flows for the year ended
on that date.
i) Note No.B.11.A of Schedule 18 regarding deferment of shortfall arising from the sale of
certain non-performing assets in terms of RBI Master Circular
DBOD.No.BP.BC.9/21.04.048/2014-15 on Prudential Norms on Income Recognition,
Asset Classification and Provisioning pertaining to advances, dated 1 July , 2014, as
amended and the unamortised balance as at 31 March, 2017 of Rs. 76.05 Crore.
ii) Note No.C.13 of Schedule 18 regarding deferment of provisioning pertaining to a fraud

account identified during the quarter ended 31 December, 2016, in terms of RBI Circular
DBR.No.BP.BC.92/21.04.048/2015-16 dated 18 April, 2016 and the unamortised
balance as on 31 March, 2017 of Rs.57.82 Crore.
115
Opinion
In our opinion and to the best of our information and according to the explanations given to us,
and based on the consideration of reports of the branch auditors on separate financial statements
/ financial information of the branches/ offices referred to in the Other Matters paragraph
below, the aforesaid financial statements give the information required by the Banking
Regulation Act, 1949 and the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of
the Bank as on 31 March, 2017, and its profit and its cash flows for the year ended on that date.
Our Statutory Auditors have included the following matters of emphasis in their audit report
with respect to our financial statements for the financial year 2016:
Attention is drawn to Note No. A. 10.A of Schedule 18 regarding spreading over the shortfall
arising from the sale of certain non-performing assets during the year ended 31st March, 2015
and 2016 over a period of 2 years, in terms of RBI Master Circular
DBOD.No.BP.BC.9/21.04.048/2014-15 on Prudential Norms on Income Recognition, Asset
Classification and Provisioning pertaining to advances, dated 1 July, 2014, as amended and the
balance outstanding of such cumulative shortfall as on 31 March, 2016 of Rs. 23.74 crore.
Opinion
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Banking Regulation Act,
1949 as well as the Act, in the manner so required for Banking Companies and give a true and
fair view in conformity with the accounting principles generally accepted in India, in so far as
they apply to banks and Guidelines issued by the Reserve Bank of India, of the state of affairs
of the Bank as on 31 March, 2016, and its profit and its cash flows for the year ended on that
date.
Unqualified report for the FY 14-15
116
ANNEXURE VI
UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND ENDED 31 DECEMBER

2019
117
Notes of even date form an integral part of these financial results

Note: The detailed financials are uploaded on the website of the Bank and can be accessed at
https://www.southindianbank.com/content/financial-results/904
118
ANNEXURE VII
ORGANISATIONAL CHART
119
120
121
122

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Serial No.

THE SOUTH INDIAN BANK LIMITED

BANK’S ABSOLUTE LIABILITY

BTS CONSULTANCY SERVICES PVT.

2. FORWARD LOOKING STATEMENTS ............................................................................................ 11

3. DEFINITIONS AND ABBREVIATIONS ........................................................................................... 11

4. RISK FACTORS .................................................................................................................................. 15

5. REGULATORY DISCLOSURE ......................................................................................................... 33

5.1. Documents Submitted to the Exchanges.......................................................................................... 33

5.2. Documents Submitted to Trustee .................................................................................................... 33

5.3. Bank Information ............................................................................................................................ 34

5.4.1. Overview ...................................................................................................................................... 36

5.4.3. Corporate Structure .................................................................................................................... 40

Please refer to Annexure V .......................................................................................................................... 42

5.5.1. Details of Share Capital as on December 31 2019 ....................................................................... 45

5.5.6. Details of the shareholding of the Company as on December 31 2019 ........................................ 50

5.5.7. Following details regarding the directors of the Issuer: ............................................................. 53

5.5.8. Details of change in directors since last three years .................................................................... 56

5.5.9. Disclosures with regard to interest of directors, litigation etc .................................................... 58

5.5.10. Following details regarding the auditor of the Issuer:- ............................................................... 60

5.5.11. Details of borrowings of the Company, as on December 31 2019 ............................................... 61

5.5.12. Details of Promoters of the Issuer ............................................................................................... 65

5.5.19. Names of the Debentures Trustees and Consents thereof ........................................................... 66

5.5.24. Other Details pertaining to the Issue ........................................................................................... 66

6. ISSUE DETAILS ................................................................................................................................. 67

PARTICULARS OF THE OFFER: ............................................................................................................. 67

7. FINANCIAL POSITION OF THE COMPANY ................................................................................. 68

8. ISSUE DETAILS ................................................................................................................................. 70

8.1. Summary term sheet: ....................................................................................................................... 70

8.2. ISSUE PROCEDURE ...................................................................................................................... 83

Procedure and Time Schedule for Allotment/Refund.................................................................................. 87

Over-subscription and Basis of Allotment ...................................................................................................... 87

Payment on Redemption: Not Applicable .................................................................................................... 89

Sharing of Information ................................................................................................................................. 90

8.3. Illustrative Cash Flows: ................................................................................................................... 91

9.0 DISCLOSURES RELATING TO WILFUL DEFAULT ................................................................ 93

1.1 General Disclaimer

Each Person receiving this Disclosure Document acknowledges that:

(b) to verify the accuracy of or to supplement the information herein; and

1.2 Disclaimer of Securities & Exchange Board of India:

1.3 Disclaimer of Sole Arranger to the Issue

for the accuracy, completeness, reliability, correctness or fairness of this Disclosure

1.3.5 Each person receiving this Disclosure Document acknowledges that:

agreement, arrangement or document entered into, made or executed in anticipation of or in

1.3.8 Please note that:

1.4 Disclaimer of Stock Exchange:

1.5 Disclaimer of Rating Agencies:

Disclaimer of India Ratings:

1.6 Disclaimer of Debenture Trustee:

1.7 DISCLAIMER IN RESPECT OF JURISDICTION

1.8 DISCLAIMER BY THE RESERVE BANK OF INDIA

2. FORWARD LOOKING STATEMENTS

3. DEFINITIONS AND ABBREVIATIONS

i. minimum capital requirements, which seek to refine the present

DIN Director Identification Number

 Trusts constituted wholly for charitable or religious purposes;

All participants are required to comply with the relevant regulations/

26, 2009 and amendments to Simplified Debt Listing Agreement for

The write down in case of pre-specified trigger point will be temporary