1 INFORMATION MEMORANDUM KOGTA FINANCIAL (INDIA) LIMITED A public company incorporated under the Companies Act, 1956 Date of Incorporation: January 15, 1996 Registered Office: 'Kogta House' Azad Mohalla, Near Rly. Station, Bijainagar - 305624, Rajasthan Corporate Office: S-1, Gopal Bari, Near Ajmer Pulia, Opposite Metro Pillar No. 143, Jaipur – 302001, Rajasthan. Telephone No.: +91 141 – 6767000; Fax: N.A.; Contact Person: Mr. Rahul Agrawal; Email: [email protected]; Website: www.kogta.in Information Memorandum for issue of Debentures on a Private Placement Basis Date: July 16, 2020 (Under Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time) Background This Information Memorandum is related to the Debentures to be issued by Kogta Financial (India) Limited (the “Issuer” or “Company” or “Kogta”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum (as defined below) has been authorised by the Company through resolutions of the Board of Directors of the Issuer dated January 29, 2020 and read together with the resolution of the board dated July 01, 2020 and the Memorandum of Association and Articles of Association of the Company. Pursuant to the resolutions passed by the Company’s shareholders dated August 27, 2018 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to INR 20,00,00,00,000 (Indian Rupees Two Thousand Crore). The present issue of Debentures in terms of this Information Memorandum is within the overall powers of the Board as per the above shareholder resolution(s). Issue Schedule Issue Opening on: July 20, 2020 from 10.00 A.M. Issue Closing on: July 20, 2020 till 03.00 P.M. Deemed Date of Allotment: July 21, 2020 The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule. Issue of 50 (Fifty) Rated, Secured, Senior, Redeemable, Taxable, Transferable, Listed, Non- Convertible Debentures denominated in INR ("Debentures" or "NCDs") of face value of INR 1,00,00,000 (Indian Rupees One Crore) each, aggregating up to INR 50,00,00,000 (Indian Rupees Fifty Crore) on a private placement basis (the “Issue”).
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1
INFORMATION MEMORANDUM
KOGTA FINANCIAL (INDIA) LIMITED
A public company incorporated under the Companies Act, 1956
Date of Incorporation: January 15, 1996
Registered Office: 'Kogta House' Azad Mohalla, Near Rly. Station, Bijainagar - 305624, Rajasthan
Corporate Office: S-1, Gopal Bari, Near Ajmer Pulia, Opposite Metro Pillar No. 143, Jaipur –
Lal Kogta, Sh Arun Kogta, Sh Nayan Kogta, Smt. Ritu Kogta and M/s
Giriraj Allied Industries (a partnership firm acting through its partners-
Sh. Balmukund Kogta & Sh Banwari Lal Kogta).
33. Discount at which
security is issued
and the effective
yield as a result of
such discount
N.A
34. Put Option N.A
35. Put option date N.A
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36. Put option price N.A
37. Put notification
time
N.A
38. Call Option N.A
39. Call option date N.A
40. Call option price N.A
41. Call notification
time
N.A
42. Face Value Rs. 1,00,00,000/- (Indian Rupees One Crore) per Debenture.
43. Minimum
Application size
and in multiples
of Debt securities
thereafter
Minimum 50 (fifty) Debentures of INR 1,00,00,000 (Indian Rupees One
Crore) each, aggregating to INR 50,00,00,000 (Indian Rupees Fifty
Crore)
44. Issue Opening
Date
July 20, 2020 from 10.00 A.M.
45. Issue Closing
Date
July 20, 2020 till 03.00 P.M.
46. Pay-in Date July 21, 2020
47. Deemed Date of
Allotment
July 21, 2020
48. Issuance mode of
the Instrument
Demat only
49. Trading mode of
the Instrument
Demat only
50. Settlement mode
of the Instrument
The pay-in of the Application Money for the Debentures shall be made by
way of transfer of funds from the bank account(s) of the Eligible Investors
(whose bids have been accepted) as registered with the Electronic Book
Provider into the account of the ICCL, details of which are set out in this
Information Memorandum.
51. Depositories NSDL and CDSL
52. Business Day
Convention
Business Day’ shall be a day on which commercial banks are open for
business in the city of Mumbai, Maharashtra and when the money
market is functioning in Mumbai. If the date of payment of
interest/redemption of principal does not fall on a Business Day, the
payment of interest/principal shall be made in accordance with SEBI
Circular CIR/IMD/DF-1/122/2016 dated November 11, 2016.
If any of the Coupon Payment Date(s), other than the ones falling on the
redemption date, falls on a day that is not a Business Day, the payment
shall be made by the Issuer on the immediately succeeding Business Day,
which becomes the coupon payment date for that coupon. However, the
future coupon payment date(s) would be as per the schedule originally
stipulated at the time of issuing the debentures. In other words, the
subsequent coupon payment date(s) would not be changed merely because
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the payment date in respect of one particular coupon payment has been
postponed earlier because of it having fallen on a non-Business Day.
If the redemption date of the Bonds falls on a day that is not a
Business Day, the redemption amount shall be paid by the Issuer on
the immediately preceding Business Day which becomes the new
redemption date, along with interest accrued on the debentures until
but excluding the date of such payment.
53. Record Date 7 calendar days prior to the proposed date on which any payments are
required to be made in respect of the Debentures to the Debenture
Holders.
54. DSRA
Mechanism
Creation of reserve/provision out of the profits for bullet repayment of
investment amount on maturity:
Frequency Amount of reserve to
be created
At the end of first year from the date of
investment
1/3rd of the total
investment amount
At the end of second year from the date of
investment
2/3rd of the total
investment amount
Fifteen days before the date of maturity of
investment
Total investment
amount
55. Security (where
applicable)
(Including
description, type of
security, type of
charge, likely date
of creation of
security,
minimum security
cover, revaluation,
replacement of
security, interest to
the
debenture holder
over and above the
coupon
rate as specified in
the Trust Deed and
disclosed in the
Offer Document).
The Debentures shall be secured by way of a first ranking, exclusive and
continuing charge on identified receivables (“Hypothecated
Receivables”) created pursuant to the deed of hypothecation to be
executed between the Company and the Debenture Trustee as described
herein. The Issuer undertakes:
to maintain the value of security at all times equal to 1.33 times
or 133% of the aggregate amount of principal outstanding of the
NCDs (“Security Cover”).
to replace any slippage in loan receivables specifically charged
to us with standard receivables. Asset coverage ratio will be
maintained at 1.33 times at all times during the currency of the
NCDs.
to create the security over the Hypothecated Assets as
contemplated above on or prior to the Deemed Date of Allotment
by executing a duly stamped deed of hypothecation (“Deed of
Hypothecation”) and to perfect and register the security
(including filing CHG-9) within the time period applicable and
no later than 30 days from the date of execution of the Deed of
Hypothecation.
to provide a list on a monthly basis, of specific loan
receivables/identified book debts to the Debenture Trustee over
which the charge is created and subsisting by way of
hypothecation in favour of the Debenture Trustee (for the benefit
of the Debenture Holders) (“Monthly Hypothecated Asset
Report”).
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to add fresh loan assets to the Security Cover to ensure that the
value of the Hypothecated Assets is equal to 1.33 times or 133%
(One Hundred Thirty Three Percent) of the aggregate amount of
principal outstanding of the NCDs
Eligibility Criteria for the Hypothecated Receivables:
the receivables are existing at the time of selection and have not
been terminated or pre-paid;
the receivables have not been restructured or rescheduled
all “Know Your Customer” norms have been complied with as
prescribed by the Reserve Bank of India;
It is clarified that the assets would be ‘current’ on inclusion and
replacement of receivables (to be carried out within 30 calendar
days) would be upon becoming NPA (i.e. on crossing 90DPD);
Each client loans must satisfy the Issuer's credit and underwriting
policies, including credit referencing agency checks where
commonly used;
Each client loan must be directly originated by the Issuer and not
loans purchased from a third party;
All loans hypothecated under the deed of hypothecation comply
with RBI norms and guidelines
56. Transaction
Documents /
Debenture
Documents
The Issuer shall execute the documents including but not limited to the
following, as required, in connection with the Issue as per latest SEBI
guidelines / Companies Act, 2013 (as applicable) for issuance of NCDs
through Private Placement:
1. Letter appointing Trustees to the Debenture Holders;
2. Debenture Trusteeship Agreement;
3. Debenture Trust Deed;
4. Deed of Hypothecation;
5. Deed of Personal Guarantee
6. Information Memorandum;
7. Private Placement Offer Letter (Form PAS 4);
8. Board Resolution authorizing this Issuance;
9. Applicable Shareholder Resolutions under the Companies Act,
2013;
10. Rating Agreement with the aforesaid Rating Agency(ies) with
respect to this Issuance; and
11. Tripartite Agreements with the Depository(ies) and Registrar &
Transfer Agent.
57. Conditions
Precedent to
Disbursement
The Issuer represents and warrants to the Investor or its successors or
assigns, prior to and upon the execution of the Transaction
Documents/Agreement and at the time of issuance of the Debentures and
at all time during the currency of the Transaction Documents, that:
1. The Issuer is duly incorporated, validly existing, and in good
standing;
2. The Issuer is authorized to enter into the Transaction Documents,
and the Transaction Documents are a valid and binding obligation of the
Issuer enforceable in accordance with its terms; and the execution and
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performance of the Transaction Documents by the Issuer is lawful and
does not constitute a default, acceleration or termination of any other
agreement to which the Issuer is a party or breach of any judgment,
decree, order or award.
3. All information provided by the Issuer to the Investor at any time
is true, complete, and accurate,
4. The Issuer is the sole owner of all assets shown on the Issuer’s
financial statements delivered to the Investor save and except as stated in
the said financial statements.
5. The Issuer is solvent and capable of paying its obligations as and
when they become due.
6. There is no material litigation including winding up proceedings
or governmental proceeding pending against the Issuer and the Issuer is
not aware of any such proceeding being threatened, which could impair
the Issuer’s net worth or ability to perform this Agreement.
7. The Issuer maintains and shall maintain accurate business and
financial records and prepares and shall prepare its financial statements
in accordance with generally accepted accounting principles.
8. In case the Issuer is a Company under the Companies Act, 1956
or Companies Act, 2013, as the case may be:-
i. All corporate authorizations required for entering into
the Transaction Documents and performing the transactions
pursuant hereto have been obtained and are in full force and effect,
and the Transaction Documents and all transactions pursuant hereto
are and will be in accordance with all applicable provisions of law;
9. Obligation hereunder are not in conflict with any other
obligations of the Issuer
10. The execution of Transaction Documents is binding on the Issuer
and such executed documents are valid and admissible in evidence in the
court of law.
11. There is no Material Adverse Change occurred or event
of default has occurred or continuing with respect to the Issuer and no
such event or circumstance would occur as a result of its executing the
Transaction Documents or performance of any obligation there under.
12. The Investor or it’s successors and assigns shall have a first
ranking and exclusive charge on certain identified business loan
receivables of the Company
13. The Issuer shall take appropriate measures and/or authorization
to create Security in favour of the Trustees or its successors and assigns
and avail the financial indebtedness.
14. The Issuer shall have good title to assets, to be provided as
security.
58. Conditions
Subsequent to
Disbursement
The Issuer shall ensure that the following documents are executed/
activities are completed as per time frame mentioned elsewhere in this
Private Placement Offer Letter:
1. Ensuring that the payment made for subscription to the Bonds is
received from the bank account of the person/ entity subscribing to the
Bonds and keep record of the bank accounts from where payments for
subscriptions have been received. In case of subscription to the Bonds to
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be held by joint holders, application monies is received from the bank
account of the person whose name appears first in the Application Form;
2. Maintaining a complete record of private placement offers in
Form PAS-5 and filing the such record along with return of allotment in
Form PAS-3 with the relevant Registrar of Companies with fee as
provided in Companies (Registration Offices and Fees) Rules, 2014 and;
3. Filing a return of allotment of Bonds with complete list of all
Bondholders in Form PAS-3 under section 42 of the Companies Act,
2013, with the relevant Registrar of Companies on the Deemed Date of
Allotment along with fee as provided in the Companies (Registration
Offices and Fees) Rules, 2014;
4. Credit of demat account(s) of the allottee(s) by number of Bonds
allotted within 2 working days from the Deemed Date of Allotment;
5. Making listing application to BSE and/ or NSE within 15
calendar days from the Deemed Date of Allotment of Bonds and seeking
listing permission within 20 calendar days from the Deemed Date of
Allotment of Bonds;
Besides, the Issuer shall perform all activities, whether mandatory or
otherwise, as mentioned elsewhere in the Private Placement Offer Letter.
59. Events of Default Occurrence of any of the following events constitutes an event
of default with respect to the Issuer:
i. The Issuer fail to promptly pay any amount now or hereafter
owing to the Investors under this agreement as and when the same
shall become due and payable; or
ii. If the Issuer fail to duly observe or perform any obligation under
this agreement; or
iii. Breach of any of the key covenants, as specified above, which are
not remedied within such period of time, if any, as the Debenture
Trustee (acting on the instructions of the Majority Debenture
Holders) may allow.
iv. Breach of any of the covenants (other than those mentioned in the
trust deed, representations and warranties (including any
representation or warranty is held to be untrue, incomplete,
incorrect or misleading in material (“material adverse changes”)
form contained in the Transaction Documents which are not
remedied within 15 days from the date of such breach.
v. the Issuer entering into any material arrangement or composition
with his/her/its/their creditors or committing any act of
insolvency, or any act the consequence of which may lead to the
insolvency or winding up of the Issuer;
vi. execution or distress or other process being enforced or levied
upon or against the whole or any part of the Issuer’s property
whether secured to the Investor or not;
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vii. any order being made or a Resolution being passed for the
winding up of the Issuer (except for the purpose of amalgamation
or reconstruction with the prior approval of the Investor);
viii. a Receiver being appointed in respect of the whole or any part of
the property of the Issuer;
ix. the Issuer being adjudicated insolvent or taking advantage of any
law for the relief of insolvent debtors;
x. the Issuer ceasing or threatening to cease to carry on business or
giving or threatening to give notice of intention to do so;
xi. Inability to pay debts, proceedings of winding up, or
the Issuer’s being declared or considered to be a sick company,
or a relief undertaking or a protected company or a sick industrial
company or a protected industrial company or otherwise, under
any law, statute, rule, ordinance etc. which would have the effect
of suspending or waiving all or any right against the Issuer or in
respect of any contract or agreement concerning the Issuer,
xii. The passing of any order of a court ordering, restraining or
otherwise preventing the Issuer from conducting all or any
material part of its business; or
xiii. The cessation of business by or the dissolution, winding-up,
insolvency or liquidation of the Issuer.
xiv. Events of default considered appropriate for the transaction of
this nature including:
Breach of any of the covenants, representations and
warranties. Cure period for (a) any breach of
key financial covenants to be given at the sole discretion of the
Investor, and (b) breach of any other covenants, representation
and warranties to be cured within 30 days.
Failure to file a Form CHG 9 with the Registrar of Companies
in form and substance required to perfect the Security within
30 days from the Date of Disbursement (or creation of security
if creation is to happen later)
Security provided being invalid security or loss of lien on
collateral
Unlawfulness or unenforceability of finance or security
Repudiation of any Transaction Document
Illegality for the Issuer to perform any of its obligations under
the Transaction Document
The withdrawal, failure of renewal, or failure to obtain any
statutory or regulatory approval in any relevant jurisdiction for
the Debentures or any Security.
Representations or Warranties are found to be untrue or
misleading when made or deemed to be made.
Cross default/ default with any other financial indebtedness of
the Issuer.
The security cover falls below 1.33 times of the Outstanding
Amount at any time during the currency of the Debentures and
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if the Issuer fails to reinstate to 1.33 times within 30 working
days.
On the question whether any of the acts, matters, events or
circumstances mentioned in clauses (i) to (xi) and (xiii) above have
happened, the opinion of the Trustee in concurrence with majority
debenture holders shall be final and conclusive and be binding on the
Issuer.
Upon occurrence of any of the aforesaid event of default, the Debenture
Trustee may by a notice in writing to the Company initiate actions as may
be contemplated in the Transaction Documents including the following:
(a) require the Company to mandatorily redeem the Debentures and
repay the principal amount on the Debentures, along with accrued
but unpaid interest, and other costs, charges and expenses
incurred under or in connection with this Deed and other
Transaction Documents.
(b) Declare all or any part of the Debentures to be immediately (or
on such dates as the Debenture Trustee may specify) due and
payable, whereupon it shall become so due and payable
immediately.
60. Reporting
Covenants
Monthly Reports – Month end ALM table in the agreed format as per
Annexure 2 within 15 calendar days from the end of the month.
Quarterly Reports – within 30 (Thirty) calendar days from the end of each
financial quarter:
a) Unaudited Financial Statements
b) Financial covenant compliance certificate signed by a Director
or the Chief Financial Officer
c) Latest ALM details
d) Change in Shareholding structure
e) Change in Board composition
f) Changes in accounting policy
g) Change in senior management officials (any CXO or equivalent)
h) Portfolio cuts including PAR data in the format attached as per
Annexure 3
Annual Reports – within 90 (ninety) calendar days from the end of each
financial year:
a) Audited financial statements
Event Based Reports – within 10 (Ten) Business Days of the event
occurring
a) Any fraud amounting to more than 2.0% of Gross Loan Portfolio.
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b) Change in the constitutional documents of the Company.
c) Material Adverse Effect
d) Any dispute, litigation, investigation or other proceeding which
could result in a Material Adverse Effect.
e) Winding up proceedings.
f) Any Event of Default or Potential Default, and any steps taken /
proposed to remedy the same.
61. Financial
Covenants
1. The Capital Adequacy Ratio shall be always compliant with
minimum levels stipulated by the regulator (“RBI”) at all points
in time
2. The cumulative Asset – Liability Mismatch should always be
positive to the extent of 10% or more in all the buckets up to 3
years. (**)
3. Asset Quality: Ratio of PAR-90 to Gross Loan Portfolio shall be
6% or lower.
“Gross Loan Portfolio” shall include on balance sheet and off
balance sheet portfolio
“Off Balance Sheet Portfolio” shall mean principal balance of
loans securitized, assigned, originated on behalf of other
institutions in respect of which the Issuer has provided credit
enhancements in any form or manner whatsoever
“PAR-90” shall mean the outstanding principal amount of all
client loans that have one or more instalments of principal past
due for ninety days or more.
“Client Loan” means each loan made by the Company as a
lender.
“Gross NPA” shall have the meaning in accordance with the guidelines
issued by the Reserve Bank of India.
** - Not more than 50% of the CC / OD / Working capital borrowings
that are captured in the less than 1 year bucket will be assumed to be
renewed for the purpose of this cumulative ALM mismatch covenant.
All covenants would be tested on quarterly basis for the Company, i.e. as
on 31st March, 30th June, 30th September and 31st December every year,
starting from 31st March 2020 on consolidated and standalone balance
sheet till the redemption of the Debentures.
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The covenants shall be certified by the Company within 60 (Sixty)
calendar days from the end of each financial quarter.
62. Affirmative
Covenants
1. To utilise the proceeds of this issue in accordance with applicable
laws and regulations.
2. To comply with corporate governance, fair practices code
prescribed by the RBI.
3. To comply with latest regulatory guidelines
4. Notification of any potential Event of Default or Event of Default.
5. Obtain, comply with and maintain all licenses / authorizations.
6. Provide details of any material litigation, arbitration, legal action
or or administrative proceedings, etc. including those that are
required to be disclosed to the stock exchange under the listing
agreement entered into with the stock (materiality threshold to be
finalized during documentation), except the litigation, arbitration,
legal action or administrative proceedings filed by or against the
Company in its ordinary course of business in relation to the loan.
7. Maintain internal control for the purpose of (i) preventing fraud
on monies lent by the Company; and (ii) preventing money being
used for money laundering or illegal purposes.
8. Permit visits and inspection of books of records, documents and
accounts to debenture holders as and when required by them.
9. Comply with any monitoring and/or servicing requests from
Debenture Holders.
63. Negative
Covenants
The Issuer shall not without the prior written permission of the Debenture
Holder and Debenture Trustee, do or undertake to do any of the following:
a) Effect any change in capital structure
b) Formulate any scheme of amalgamation or reconstitution
c) Implement any major scheme of expansion. However normal
capital expenditure or the capital expenditure projected in data
furnished to Debenture Holder would not be covered by this
covenant
d) Invest by way of share capital in or lend or advance funds to or
place deposits with any other concern. Normal trade credit or
security deposits required to be extended in the normal course
of business or advances to employees, however would not be
covered by this covenant
e) Enter into additional borrowing arrangements (including
securitisation of receivables or provide escrow facilities), either
secured or unsecured, with any Bank, Financial Institutions,
Company / Firm or otherwise above the borrowing limits
approved by the Shareholders of the company
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f) Undertake guarantee obligations on behalf of any other Company / Firm etc.
g) Allow the promoters / directors to alienate, transfer, dispose or
dilute their shareholding
h) Declare dividends for any year out of profits relating to the year
if any of the financial commitments to Debenture Holder have
not been duly met
i) Withdraw funds from the business out of the profits relating to
the year if any of the financial commitments to Debenture
Holder have not been duly met
j) Repay monies brought in by promoters / directors, principal
shareholders, friends and relative in the business by way of
Loans / deposits / share application money etc. and pay interest
on any unsecured loan brought in as a quasi equity. All such
loans / deposits / unsecured loans shall subordinate to the loans
of Debenture Holder
k) Enter into long term contractual obligation/s directly affecting
the financial position of the Company / Firm l) Sell, assign, mortgage or otherwise dispose off any of the assets
charged to Debenture Holder m) Change in promoter, ownership or control (excluding Employee
Stock Option). Any new equity raising and related change in board composition would be communicated to Debenture Holders and consent would be sought.
n) Issuer shall not amend or modify clauses in its Memorandum of Association and Article of Association, where such amendment would have a Material Adverse Effect as defined earlier, without prior consent of the Debenture Trustee.
o) Any sale of assets/business/division that has the effect of exiting the business or re-structuring of the existing business, to be with the prior consent of the debenture holder.
p) The issuer shall not open bank accounts with other than lender’s bank without prior written consent
64. Representations
and Warranties
1. The Company is registered with the RBI as an NBFC
2. No Event of Default has occurred and is continuing on the date of
this transaction
3. Binding obligation of Transaction Documents
4. No conflict with other obligations / constitutional documents
5. No Material Adverse Change in business, condition or operations
of the Issuer
6. Company has the power and authority to issue Debentures and
such Transactions Documents are valid and admissible in evidence
7. Absence of any pending or threatened litigation, investigation or
proceedings that may have a material adverse effect on the business
condition (financial or otherwise), operations, performance or
prospects of the Issuer or that purports to affect the Facility
8. Illegality
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And as set out in greater detail in the Debenture Trust Deed.
65. Indemnification
The Issuer will indemnify, and hold harmless the Debenture Holders from
and against any claim, liability, demand, loss, damage, judgment or other
obligation or right of action which may arise as a result of breach of this
Term Sheet by the Issuer or its Promoter/s.
66. Issuer’s
Undertaking
The Issuer undertakes that it has executed/ shall execute the documents
including but not limited to the following in connection with the Issue:
1. Tripartite Agreement between the Issuer; Registrar and NSDL for issue
of Bonds in dematerialized form;
2. Tripartite Agreement between the Issuer, Registrar and CDSL for issue
of Bonds in dematerialized form;
3. Letter appointing NSDL Database Management Ltd as Registrar and
MoU entered into between the Issuer and the Registrar;
67. Payment
Mechanism
Payment of the Application Money will be made by the Applicants by
way of electronic modes of transfer (including by way of RTGS).
68. Provisions related
to Cross Default
Clause
The Issuer:
(a) defaults in any payment of any Financial Indebtedness beyond the
period of grace (not to exceed 30 (thirty) days), if any, provided
in the instrument or agreement under which such Financial
Indebtedness was created;
(b) defaults in the observance or performance of any agreement or
condition relating to any Financial Indebtedness or contained in
any instrument or agreement evidencing, securing or relating
thereto or any other event shall occur or condition exist, the effect
of which default or other event or condition is to cause or to
permit the holder or holders of such Financial Indebtedness to
cause (determined without regard to whether any notice is
required) any such Financial Indebtedness to become due prior to
its stated maturity; or
(c) any Financial Indebtedness of the Issuer shall be declared to be
due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment, prior to the stated
maturity thereof.
69. Role and
Responsibilities of
Debenture
Trustee
The Trustees shall perform its duties and obligations and exercise its
rights and discretions, in keeping with the trust reposed in the Trustees by
the holder(s) of the Bonds and shall further conduct itself, and comply
with the provisions of all applicable laws. The Trustees shall carry out its
duties and perform its functions as required
72
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
70. Governing Law
and Jurisdiction
The Transaction Documents are governed by and construed in accordance
with the laws of India. All disputes in respect of the Transaction
Documents shall be subject to the exclusive jurisdiction of the courts and
tribunals of Mumbai, India.
71. Other Expenses Any expenses that may be incurred towards executing of this transaction
including NCD issuance, custodial services, payment of stamp duty, fees
for legal, accounting, due diligence and others shall be borne by the Issuer.
72. Transaction Costs The Issuer shall bear all transaction related costs incurred by the
Debenture Holders with respect to legal counsel, valuers and
auditors/consultants. Such costs include:
1. Trustee fees
2. Listing fees
3. Rating
4. Any other reasonable transaction related expense incurred by the
Debenture Holders
Stamping and registration in relation to all Transaction Documents.
73. Taxes, Duties,
Costs and
Expenses
1. Relevant taxes, duties and levies are to be borne by the Issuer.
The charges / fees and any amounts payable under this Debentures by the
Issuer as mentioned herein do not include any applicable taxes, levies
including service tax etc. and all such impositions shall be borne by
the Issuer additionally.
74. Additional
Disclosures
(Security
Creation (where
applicable))
Security Creation: If the Company fails to execute the Debenture Trust
Deed and charge documents within 30 days of the issue closure, the
Company shall pay penal interest at the rate of 2.00% p.a. over the Coupon
Rate till these conditions are complied with or refund the subscription (ie.
redemption at par) along with other monies/accrued interest due in respect
thereof, at the option of the Bondholders.
75. Additional
Disclosures
(Default in
Payment)
Default in Payment: In case of default in payment of interest and/ or
principal redemption on the due dates, the Company shall pay additional
interest at the rate of 2.00% p.a. over the Coupon Rate for the defaulting
period i.e. the period commencing from and including the date on which
such amount becomes due and upto but excluding the date on which such
amount is actually paid.
76. Additional
Disclosures
(Delay in Listing)
Delay in Listing: The Company shall make listing application to BSE and/
or NSE within 15 days from the Deemed Date of Allotment of the Bonds
and obtain listing permission within 20 calendar days from the Deemed
Date of Allotment of Bonds. In case of delay in listing of the Bonds
beyond 20 calendar days from the Deemed Date of Allotment, the
Company shall pay penal interest at the rate of 1.00% p.a. over the Coupon
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Note:
1. The list of documents which has been executed or will be executed in connection with the issue and
subscription of debt securities shall be annexed.
2. The penal interest rates mentioned above as payable by the Issuer are independent of each other.
Rate from the expiry of 30 days from the Deemed Date of Allotment till
the listing of Bonds to the Bondholder(s).
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SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT
In case of listing of debt securities made on private placement, the following disclosures are required to be
made:
1. Name of the bank declaring the entity as a Wilful Defaulter: N.A
2. The year in which the entity is declared as a Wilful Defaulter: N.A
3. Outstanding amount when the entity is declared as a Wilful Defaulter: N.A
4. Name of the entity declared as a Wilful Defaulter: N.A
5. Steps taken, if any, for the removal from the list of wilful defaulters: N.A
6. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed
decisions: N.A
7. Any other disclosure as specified by the Board: N.A
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SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum
and Articles of Association of the Issuer, the terms of this Information Memorandum and other terms and
conditions as may be incorporated in the Transaction Documents.
7.1 Mode of Transfer/Transmission of Debentures
The Debentures shall be transferable freely and transmittable by the Debenture Holder(s) in whole or in part
without the prior consent of the Issuer.
The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the
Act and other Applicable Laws. The Debentures held in dematerialized form shall be transferred subject to
and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the
transferor or transferee and any other Applicable Laws and rules notified in respect thereof. The transferee(s)
should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,
amounts due will be paid/redemption will be made to the person, whose name appears in the Register of
Debenture Holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases
where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees
would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for
transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in
dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account
to his DP.
The Debenture Holder(s) shall also have the right to novate, transfer or assign its rights and/or the benefits
under the Transaction Documents upon such transfer/transmission of the Debentures. The Company shall
not assign any of the rights, duties or obligations under the DTD or in relation to the Debentures without the
prior written consent of the Debenture Trustee (acting on the instructions of all the Debenture Holder(s)).
7.2 Debentures held in Dematerialised Form
The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture
Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/EFT/RTGS to those
Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The
names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption.
All such Debentures will be simultaneously redeemed through appropriate debit corporate action.
The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and
account number, address, bank details and DP’s identification number will be given by the R&T Agent to
the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by EFT/RTGS
to the bank account of the Debenture Holder(s) for redemption payments.
7.3 Debenture Trustee for the Debenture Holder(s)
The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s). The
Issuer and the Debenture Trustee have entered/intend to enter into the Debenture Trustee Agreement and the
DTD, inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer.
The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent
to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and
things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion,
subject to Applicable Law, deem necessary or require to be done in the interest of the Debenture Holder(s).
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Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall
discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of
the Debenture Holder(s) in regard to the repayment of principal and coupon thereon and they will take
necessary action, subject to and in accordance with the Debenture Trustee Agreement and the DTD, at the
cost of the Issuer. The Debenture Trustee Agreement and the DTD shall more specifically set out the rights
and remedies of the Debenture Holder(s) and the manner of enforcement thereof.
7.4 Sharing of Information
The Issuer may, upon obtaining a prior written consent of the Debenture Holders, but subject to Applicable
Laws, use on its own, as well as exchange, share or part with any financial or other information about the
Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial
institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its
subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
7.5 Debenture Holder not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those
available to them under the Act. The Debentures shall not confer upon the Debenture Holders the right to
receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
7.6 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in the Information Memorandum
which, in the opinion of the Debenture Trustee, is of a formal, minor or technical nature or is to correct a
manifest error.
Any other change or modification to the terms of the Debentures shall require approval by the Majority
Debenture Holders.
For the avoidance of doubt, the following matters require the consent of Majority Debenture Holders, either
by providing their express consent in writing or by way of a resolution at a duly convened meeting of the
Debenture Holders as set out below:
(a) Creating of any additional security; and
(b) Amendment to the terms and conditions of the Debentures or the Transaction Documents.
7.7 Right to accept or reject Applications
The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or
reject any application for subscription to the Debentures, in part or in full, without assigning any reason
thereof.
7.8 Notices
Any notice in respect of the Debentures may be served by the Issuer upon the Debenture Trustee/Debenture
Holders in accordance with the terms of the Transaction Documents.
7.9 Issue Procedure
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Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application
Form in the prescribed format in block letters in English as per the instructions contained therein. The
minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the
Application Form. No application can be made for a fraction of a Debenture. Application Forms should be
duly completed in all respects and 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 duly completed by the
applicant. This is required for the Applicant’s own safety and these details will be printed on the refund
orders and /or redemptions warrants.
The Applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank
account as per the details mentioned in the Application Form.
The subscription to the Debentures shall be made by the Eligible Investors through the electronic book
mechanism as prescribed by SEBI under the EBP Guidelines by placing bids on the EBP Platform
during the Issue period. In case the Eligible Investors are not registered on the EBP Platform, they will
have to register themselves as an "investor" on the EBP Platform (as a onetime exercise) and also
complete the mandatory "know your customer" verification process. The Eligible Investors should also
refer to the operational guidelines of the relevant EBP in this respect. The disclosures required pursuant
to the EBP Guidelines are set out hereinbelow:
Details of size of issue including green
shoe option, if any and a range within
which green shoe may be retained (if
applicable)
50 (Fifty) rated, secured, senior, redeemable,
taxable, transferable, listed, non-convertible
debentures denominated in Indian Rupees
("INR") each having a face value of INR
1,00,00,000 (Indian Rupees One Crore)
aggregating to a face value of INR 50,00,00,000
(Indian Rupees Fifty Crore)
Green Shoe Option: N.A.
Bid opening and closing date Bid opening date: July 20, 2020
from 10.00 A.M.
Bid closing date: July 20, 2020
till 03.00 P.M.
Minimum Bid Lot Minimum 50 (fifty) Debentures of INR
1,00,00,000 (Indian Rupees One Crore) each,
aggregating to INR 50,00,00,000 (Indian
Rupees Fifty Crore)
Manner of bidding in the
Issue
Closed bidding
Manner of allotment in the
Issue
Uniform Yield Allotment
Manner of settlement in the
Issue
Pay-in of funds through ICCL.
The pay-in of the Application Money for the
Debentures shall be made by way of transfer of
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funds from the bank account(s) of the Eligible
Investors (whose bids have been accepted) as
registered with the Electronic Book Provider
into the account of the ICCL, as specified in this
regard below.
Settlement Cycle T+1
Settlement of the Issue will be on July 21,
2020.
Process flow of settlement:
Eligible Investors whose bids have been accepted by the Issuer and to whom a signed copy of this
Information Memorandum along with the PPOA have been issued by the Issuer and who have
submitted/shall submit the application form ("Successful Bidders"), shall make the payments in respect of
the Application Money in respect of the Debentures towards the allocation made to them, into the bank
account of the ICCL, the details of which are as set out below, on the Deemed Date of Allotment:
ICICI BANK YES BANK HDFC BANK
Beneficiary
Name
INDIAN CLEARING
CORPORATION LTD
INDIAN CLEARING
CORPORATION LTD
INDIAN CLEARING
CORPORATION LIMITED
Account
Number ICCLEB ICCLEB ICCLEB
IFSC Code ICIC0000106 YESB0CMSNOC HDFC0000060
Mode NEFT/RTGS NEFT/RTGS NEFT/RTGS
The pay-in of the Application Money by the Successful Bidders will be made only from the bank account(s),
which have been provided / updated by them in the EBP system. Any amount received from third party
accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made
against such payments. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer
confirming its decision to proceed with the allotment of the Debentures in favour of the Successful Bidders
to the ICCL, the R&T Agent and the EBP and initiating the requisite corporate action for allotment of
Debentures and credit of the demat letter of allotment into the relevant demat account of the Successful
Bidders through the R&T Agent, the R&T Agent shall provide corporate action file along with all requisite
documents to the relevant Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions.
Upon the Depositories confirming the allotment of the Debentures and the credit of the Debentures into the
demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from
the aforesaid account of ICCL shall be released into the Issuer’s bank account, the details of which are as set
out below:
Name Kogta Financial (India) Limited- NCD A/c
Account No. 36735099009
IFS Code SBIN0004080
Bank Name State Bank of India
Branch SME Branch & Second Floor, Anukampa Tower, Church Road, Jaipur – 302001,
Rajasthan.
Account Type Current Account
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It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against
any given obligation will be treated as a default and debarment penalties will be applicable as specified by
the EBP Guidelines and other Applicable Law.
7.10 Application Procedure
Eligible Investors will be invited to subscribe by way of the Application Form prescribed in the Information
Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates
inclusive). The Issue will be open for subscription during the banking hours on each day during the period
covered by the Issue Schedule, and the procedure will be subject to the EBP Guidelines.
7.11 Fictitious Applications
All fictitious applications will be rejected.
7.12 Basis of Allotment
Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application,
in part or in full, without assigning any reason. In case of over subscription, Allotment shall be made on a
"yield time priority basis" in accordance with the EBP Guidelines. The investors will be required to remit
the funds in the account of the ICCL as well as submit the duly completed Application Form along with other
necessary documents to the Issuer by the Deemed Date of Allotment.
7.13 Payment Instructions
The Application Form should be submitted directly. The entire Application Money per Debenture is payable
along with the making of an application in accordance with Section 7.9 above.
7.14 Procedure for Applying for Dematerialised Facility
(a) The Applicant must have at least one beneficiary account with any of the DP’s of NSDL prior
to making the application.
(b) The Applicant must necessarily fill in the details (including the beneficiary account number
and DP - ID) appearing in the Application Form under the heading “Details for Issue of
Debentures in Electronic/Dematerialised Form”.
(c) Debentures allotted to an Applicant will be credited to the Applicant’s respective beneficiary
account(s) with the DP.
(d) For subscribing to the Debentures, names in the Application Form should be identical to those
appearing in the details in the Depository. In case of joint holders, the names should
necessarily be in the same sequence as they appear in the account details maintained with the
DP.
(e) Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the
Registrar and Transfer Agent to the Issue.
(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in
Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an
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incomplete application and the same may be held liable for rejection at the sole discretion of
the Issuer.
(g) For allotment of Debentures, the address, nomination details and other details of the Applicant
as registered with his/her DP shall be used for all correspondence with the Applicant. The
Applicant is therefore responsible for the correctness of his/her demographic details given in
the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or
insufficient, the Issuer would not be liable for the losses, if any.
(h) The redemption amount or other benefits would be paid to those Debenture Holders whose
names appear on the list of beneficial owners maintained by the R&T Agent as on the Record
Date. In case of those Debentures for which the beneficial owner is not identified in the records
of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of
the redemption amount or other benefits, until such time that the beneficial owner is identified
by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits
will be paid to the beneficiaries, as identified.
7.15 Depository Arrangements
The Issuer shall make necessary arrangement with NSDL/CDSL for issue and holding of Debenture in
dematerialised form.
7.16 List of Beneficiaries
The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date.
This shall be the list, which will be used for payment or repayment of redemption monies.
7.17 Application 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 of the Investor and the tax exemption
certificate/document of the Investor, 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 Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the
Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a certified
true copy thereof along with memorandum and articles of association and/or bye-laws along with other
constitutional documents must be attached to the Application Form at the time of making the application,
failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application
in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures
of all the authorized signatories must also be lodged along with the submission of the completed Application
Form.
7.18 Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be made in
respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such
applications will not be treated as multiple application, provided that the application made by the asset
management company/trustee/custodian clearly indicated their intention as to the scheme for which the
application has been made.
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The Application Forms duly filled shall clearly indicate the name of the concerned scheme for which
application is being made and must be accompanied by certified true copies of:
(a) SEBI registration certificate
(b) Resolution authorizing investment and containing operating instructions
(c) Specimen signature of authorized signatories
7.19 Documents to be provided by potential Investors
Investors need to submit the following documents, as applicable:
(a) Memorandum and Articles of Association or other constitutional documents
(b) Resolution authorising investment
(c) Certified true copy of the Power of Attorney to custodian
(d) Specimen signatures of the authorised signatories
(e) SEBI registration certificate (for Mutual Funds)
(f) Copy of PAN card
(g) Application Form (including EFT/RTGS details)
7.20 Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the applicant and the
magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount
and all other amounts payable to the Debenture Holder(s) through cheque/EFT/RTGS.
7.21 Succession
In the event of winding up of a Debenture Holder (being a company), the Issuer will recognise the legal
representative as having title to the Debenture(s).
7.22 Mode of Payment
All payments must be made through cheque(s) demand draft(s), NEFT/RTGS as set out in the Application
Form.
7.23 Effect of Holidays
(b) If any Due Date on which any interest or additional interest is payable falls on a day which
is not a Business Day, the payment to be made on such Due Date shall be made on the
succeeding Business Day.
(c) If any Due Date on which any Outstanding Principal Amounts are payable falls on a day
which is not a Business Day, the payment to be made on such Due Date shall be made on
the preceding Business Day.
(d) If the Redemption Date falls on a day which is not a Business Day, the payment of any
amounts in respect of any interest and the Outstanding Principal Amounts to be made shall
be made on the preceding Business Day
7.24 Tax Deduction at Source
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(a) All payments to be made by the Company to the Debenture Holders under the Transaction
Documents shall be made free and clear of and without any Tax deduction unless the Company
is required to make a Tax Deduction pursuant to Applicable Law.
(b) The Company shall promptly upon becoming aware that it must make a Tax deduction (or that
there is any change in the rate or the basis of a Tax Deduction) notify the Debenture Trustee
accordingly.
(c) If the Company is required to make a Tax deduction, it shall make that Tax deduction and any
payment required in connection with that Tax Deduction within the time allowed and in the
minimum amount required by Applicable Law.
(d) Within the earlier of (i) 60 (sixty) calendar days of making either a Tax deduction or any
payment required in connection with that Tax Deduction or (ii) 60 (sixty) calendar days of
each Due Date, the Company shall deliver to the Debenture Trustee evidence reasonably
satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant Tax authority.
7.25 Letters of Allotment/Credit of Allotment
The letter of allotment, indicating allotment of the Debentures or the actual credit of the Debentures, will be
credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment.
7.26 Deemed Date of Allotment
All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of
Allotment. The Deemed Date of Allotment for the Issue is July 21, 2020 by which date the Investors would
be intimated of allotment.
7.27 Record Date
The Record Date will be 7 (seven) calendar days prior to the proposed date on which any payments are
required to be made in respect of the Debentures to the Debenture Holders.
7.28 Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched
within 7 (seven) days from the Deemed Date of Allotment of the Debentures.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the
application money relating to the Debentures in respect of which allotments have been made, the R&T Agent
shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of
such excess, if any.
7.29 PAN
Every applicant should mention its PAN allotted under Income Tax Act, 1961, on the Application Form and
attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and
are liable to be rejected.
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7.30 Payment on Redemption
All interest, principal repayments, penal interest and other amounts, if any, payable by the Company to the
Debenture Holders shall be paid to the Debenture Holders by electronic mode of transfer like
RTGS/NEFT/direct credit to such bank account within India as the Debenture Holders' inform the Company
in writing and which details are available with the Registrar. Credit for all payments will be given only on
realisation.
Disclaimer: Please note that only those persons to whom this Information Memorandum has been
specifically addressed are eligible to apply. However, an application, even if complete in all respects,
is liable to be rejected without assigning any reason for the same. The list of documents provided above
is only indicative, and an investor is required to provide all those documents / authorizations /
information, which are likely to be required by the Issuer. The Issuer may, but is not bound to, revert
to any investor for any additional documents / information, and can accept or reject an application as
it deems fit. Provisions in respect of investment by investors falling in the categories mentioned above
are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant
laws, regulations, etc. Each of the above categories of investors is required to check and comply with
extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to
them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or
regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.
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SECTION 8: DECLARATION
The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI and other
Applicable Laws have been complied with and no statement made in this Information Memorandum is
contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable laws, as the case
may be. The information contained in this Information Memorandum is as applicable to privately placed
debt securities and subject to the information available with the Issuer. The extent of disclosures made in the
Information Memorandum is consistent with disclosures permitted by regulatory authorities to the issue of
securities made by the companies in the past.
A. The Company has complied with the provisions of the Companies Act, 2013 and the rules made
hereunder;
B. The compliance with the Companies Act, 2013 and the rules made thereunder do not imply that
payment of dividend or interest or repayment of the Debentures, if applicable, is guaranteed by the
Central Government;
C. The monies received under the offer shall be used only for the purposes and objects indicated in
this Information Memorandum;
I am authorized by the Board of Directors of the Issuer vide resolution number 13 dated January 29, 2020,
read together with the resolution dated July 01, 2020 of the board of directors of the Company, to sign this
Information Memorandum and declare that all the requirements of Companies Act, 2013 and the rules made
thereunder in respect of the subject matter of this form and matters incidental thereto have been complied
with.
Whatever is stated in this Information Memorandum and in the attachments thereto is true, correct and
complete and no information material to the subject matter of this Information Memorandum has been
suppressed or concealed and is as per the original records maintained by the promoters subscribing to the
Memorandum of Association and Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly and legibly
attached to this Information Memorandum.
For KOGTA FINANCIAL (INDIA) LIMITED
_______________________________________
Authorised Signatory
Name: Varun Kogta
Title: Whole Time Director & CFO
Date: ____________
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ANNEXURE I: COPY OF THE RATING
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ANNEXURE II: COPY OF THE CONSENT LETTER FROM THE DEBENTURE TRUSTEE