No. Investors INFORMATION MEMORANDUM Private ... · JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED...

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No. 1 Addressed to: Investors

INFORMATION MEMORANDUM Private & Confidential – For Private Circulation Only

(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED FROM TIME TO TIME, THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02, 2015, AS AMENDED FROM TIME TO TIME, SECTION 42 OF THE COMPANIES ACT, 2013 AS AMENDED FROM TIME TO TIME AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AS AMENDED FROM TIME TO TIME)

JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED

(CIN: U65923PN2011PTC141149 )

A private limited company incorporated under the Companies Act, 1956 Date of Incorporation: 21/10/2011

Registered Office: Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013 Tel No.: +91 20 6642 5000 ; Fax No.: +91 20 6642 5000

Contact Person: Mr Manish Phalke Website: www.deere.co.in

Email id: [email protected]

Information Memorandum for issue of Debentures on a Private Placement Basis Dated: July 2, 2020

Issue of (a) 2,000 (two thousand) fully paid rated listed unsecured redeemable non-convertible debentures of face value of Rs. 1,000,000 (Indian Rupees One Million only) each, aggregating up to Rs. 2,000,000,000 (Indian Rupees Two Billion only) (“Series 1 Debentures”); and (b) 1,000 (one thousand) fully paid rated listed unsecured redeemable non-convertible debentures of face value of Rs. 1,000,000 (Indian Rupees One Million only) each, aggregating up to Rs. 1,000,000,000 (Indian Rupees One Billion only) (“Series 2 Debentures”, and collectively with the Series 1 Debentures, the “Debentures”) on a private placement basis (the “Issue”).

Background

This Information Memorandum prepared under the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 (as amended from time to time), the Securities and Exchange Board of India (Issue and Listing of Debt) Regulations, 2008 (as amended from time to time), for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by John Deere Financial India Private Limited (the “Issuer” or “Company”). This is only an information brochure intended for private use.

This Information Memorandum contains relevant information and disclosures required for the purpose of issuing and allotting the Debentures. The issue of the Debentures comprised in the Issue

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and described under this Information Memorandum has been authorised by the Issuer through a resolution passed by the shareholders of the Issuer on March 13, 2020 respectively and the Board of Directors of the Issuer on June 19, 2020 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated March 13, 2020 in accordance with provisions of the Companies Act 2013 (the “Companies Act”), the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to Rs. 4,000 crores (Rupees Four Thousand Crores only). 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).

General Risks

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments and only after reading the information carefully. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the statement of Risk Factors on Page 12 of this memorandum of private placement for issue of Debentures on a private placement basis (“Information Memorandum” or “Disclosure Document”). This Information Memorandum has not been submitted, cleared or approved by SEBI.

Issuer’s Absolute Responsibility

The Issuer, having made all reasonable inquiries, confirms and represents that the information contained in this Information Memorandum/ Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information herein.

Listing

The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited (“Stock Exchange”) and will be issued through the “BSE Bond” platform through electronic book mechanism. The Issuer has obtained an in-principle approval from the Stock Exchange on July 1, 2020.

Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by CRISIL LTD (“Rating Agency”). The Rating Agency has vide its letter dated June 25, 2020 assigned a rating of CRISIL AAA/Stable in respect of the Debentures. The above rating is 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 Rating Agency and should be evaluated independently of any other ratings. Please refer to Annexure II of this Information Memorandum for the letter dated June 25, 2020 from the Rating Agency assigning the credit rating abovementioned and disclosing the rating rationale adopted for the aforesaid rating.

Issue Schedule

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Date

Issue Opening Date July 6, 2020

Issue Closing Date July 6, 2020

Pay-in Date July 7, 2020

Deemed Date of Allotment

July 7, 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

Debenture Trustee to the Issue Registrar and Transfer Agent to the Issue

CATALYST TRUSTEESHIP LIMITED Address: Windsor, 6th Floor, Office No. 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai - 400098 Tel: 022-49220506 Fax: 022-49220505 Email: [email protected] Contact Person: Mrs. Deesha Trivedi Website: www.catalysttrustee.com

LINK INTIME INDIA PVT. LTD Address: C 101, 247 Park,L.B.S.Marg, Vikhroli (West),Mumbai - 400083. Tel: : 022 49186000 Fax: 022 49186060 Email: [email protected] Contact Person: Miss. Sharavni Surve Website: www.linkintime.co.in

Arrangers

CITI BANK Address: Koregoan Park, Pune Tel: 020-66064492 Fax: 020-66064492 Email: [email protected] Contact Person: Nitin Gupta Website: www.citibank.co.in STANDARD CHARTERED BANK Address: Crecenzo, 5th Floor, BKC, Mumbai Tel: 022 61158934 Fax: 022 61157700 Email: [email protected] Contact Person: Hitesh G Website: www.sc.in

http://www.catalysttrustee.com/

tel:-

http://www.linkintime.co.in/

mailto:[email protected]

http://www.citibank.co.in/

mailto:[email protected]

http://www.sc.in/

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TABLE OF CONTENTS SECTION 1: DEFINITIONS AND ABBREVIATIONS 1 SECTION 2: DISCLAIMERS 5 SECTION 3: RISK FACTORS 9 SECTION 4: FINANCIAL STATEMENTS 12 SECTION 5: REGULATORY DISCLOSURES 14 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 28 SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE 29 ANNEXURE I: TERM SHEET 40 ANNEXURE II: RATING LETTER & RATING RATIONALE 58 ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 59 ANNEXURE IV: APPLICATION FORM 60 ANNEXURE V: ILLUSTRATION OF DEBENTURE CASH FLOWS 63 ANNEXURE VI: FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER 64 ANNEXURE VII RELATED PARTY TRANSACTIONS 76 ANNEXURE VIII CASH FLOW STATEMENT 77 ANNEXURE IX CORPORATE STRUCTURE/ ORGANISATION STRUCTURE 78 ANNEXURE X MATERIAL CONTRACTS 79

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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. All capitalised terms used but not defined herein shall have the meaning ascribed to such term under the Debenture Trust Deed.

Allot/Allotment/Allotted The allotment of the Debentures pursuant to this Issue.

Applicable Law or Law All applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any governmental authority or person acting under the authority of any governmental authority of India (as may be applicable) and includes regulations and requirements prescribed by the RBI and SEBI relating to the issuance and listing of the Debentures and any matter related thereto.

Application Form The form used by the recipient of this Information Memorandum, to apply for subscription to the Debentures, which is in the form annexed to this Information Memorandum and marked as ANNEXURE IV: APPLICATION FORM.

Debentures The Series 1 Debentures and/ or the Series 2 Debentures, as the case may be.

Debenture Trustee/Trustee

Catalyst Trusteeship Limited

Debenture Trustee Agreement

Agreement executed/to be executed by and between the Debenture Trustee and the Company for the purposes of appointment of the Debenture Trustee to act as debenture trustee in connection with the issuance of the Debentures.

Debenture Trust Deed The Debenture Trust Deed to be executed by and between the Debenture Trustee and the Company which will set out the terms upon which the Debentures are being issued and shall include the representations and warranties and the covenants to be provided by the Issuer.

Board/Board of Directors The Board of Directors of the Issuer.

BSE Bond Platform Electronic Bidding Platform of BSE –“BSE-BOND” (BSE Bidding Online for Debt) launched by the the Stock Exchange on July 01, 2016 in accordance with SEBI circular no. CIR/IMD/DF1/48/2016 Dated April 21, 2016,regarding Electronic Book Mechanism for issuance of debt securities on private placement basis.

Business Day Any day of the week (excluding Saturdays, Sundays and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are normally open for business in Mumbai and Pune.

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CDSL Central Depository Services Limited

Companies Act/ Act The Companies Act, 2013, and for any matters or affairs prior to the notification of the relevant provisions of the Companies Act, 2013, the Companies Act, 1956 and shall include the rules, regulations, circulars and notifications issued thereunder and any other statutory amendment or re-enactment thereof.

Company/Issuer John Deere Financial India Private Limited

Credit Rating Agency/Rating Agency

CRISIL LTD

Debenture Holders / Investors

The Series 1 Debenture Holders and/or the Series 2 Debenture Holders.

Deemed Date of Allotment

July 7, 2020

Demat Dematerialized securities which are securities that are in electronic form, and not in physical form, with the entries noted by the Depository.

Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository NSDL and/or CDSL

Depository Participant / DP

A depository participant as defined under the Depositories Act.

Director(s) Director(s) of the Issuer.

Disclosure Document / Information Memorandum

This disclosure document issued by the Company for the issue of the Debentures on a private placement basis in accordance with Applicable Laws (including the SEBI Debt Listing Regulations) and including the Private Placement Offer Letter issued pursuant to the Companies Act and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

DP ID Depository Participant Identification Number.

Due Date Any date on which the holders of the Debentures are entitled to any payments, whether on maturity or otherwise including on acceleration.

Early Redemption Date a date when the Trustee requires the Debentures to be redeemed on a date prior to the Final Redemption Date as per the terms of the Debenture Trust Deed.

EFT Electronic Fund Transfer.

Eligible Investors Shall have the meaning specified in Clause 7.15 below.

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Financial Year/ FY The accounting year of the Issuer commencing each year on April 1st and ending on the following March 31st, or such other period as the Issuer, with Debenture Holders consent, from time to time designates as its accounting year.

Maturity Date/Final Redemption Date

For the Series 1 Debentures: September 15, 2021

For the Series 2 Debentures: September 15, 2022

NSDL National Securities Depository Limited.

PAN Permanent Account Number.

Private Placement Offer Letter

The offer letter prepared in compliance with Section 42 of the Companies Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and attached herewith as ANNEXURE VI: FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER to this Information Memorandum.

RBI Reserve Bank of India.

Record Date The date falling 15 (fifteen) calendar days prior to the date on which Interest is due and payable on the Debentures, or the date of redemption of such Debentures (as applicable).

Redemption Date Means an Early Redemption Date or the Final Redemption Date, as the case may be.

Register of Debenture Holders

The register maintained by the Issuer containing the name of Debenture holders entitled to receive coupon/redemption amount in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office of the Issuer.

R&T Agent Registrar and Transfer Agent to the Issue.

ROC Registrar of Companies.

Rs. / INR Indian National Rupee.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time).

SEBI Debt Listing Regulations/ SEBI Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended, varied or modified from time to time and such other applicable rules, regulations, notifications and circulars issued by SEBI from time to time.

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Series 1 Debentures 2,000 (two thousand) fully paid rated listed unsecured redeemable non-convertible debentures each having a face value of INR 1,000,000 (Indian Rupees One Million only) aggregating up to INR 2,000,000,000 (Indian Rupees Two Billion only).

Series 1 Term Sheet The term sheet in relation to the Series 1 Debentures, as more particularly set out in Part A of Annexure I.

Series 2 Debentures 1,000 (one thousand) fully paid rated listed unsecured redeemable non-convertible debentures each having a face value of INR 1,000,000 (Indian Rupees One Million only) aggregating up to INR 1,000,000,000 (Indian Rupees One Billion only).

Series 2 Term Sheet The term sheet in relation to the Series 2 Debentures, as more particularly set out in Part B of Annexure I.

Stock Exchange means BSE Limited.

TDS Tax Deducted at Source.

Terms & Conditions The terms and conditions pertaining to the Issue as outlined in the Transaction Documents.

Term Sheets Collectively, the Series 1 Term Sheet and the Series 2 Term Sheet.

Transaction Documents The Debenture Trust Deed, the Debenture Trustee Agreement, this Information Memorandum and all other documents (if any) to be executed in relation to the Debentures, as more particularly listed in the Debenture Trust Deed.

WDM Wholesale Debt Market segment of the Stock Exchange.

Wilful Defaulter An Issuer who is categorized as a wilful defaulter by any Bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes an issuer whose director or promoter is categorized as such in accordance with Regulation 2(n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time.

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SECTION 2: DISCLAIMERS

ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The issue of the Debentures to be listed on the WDM segment of the Stock Exchange is being made strictly on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This Information Memorandum does not constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in general.

As per the SEBI Debt Listing Regulations and Companies Act and the rules and regulations prescribed thereunder, it is not necessary for a copy of this Information Memorandum to be filed or submitted to the SEBI for its review and/or approval.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing Regulations as amended from time to time and applicable RBI regulations governing private placements of debentures. This Information Memorandum has been prepared solely to provide general information about the Issuer to Eligible Investors (as defined below) to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any Eligible Investor may require. Further, this Information Memorandum has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the Debenture is intended to provide the basis of any credit decision or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to subscribe to any Debenture. Each potential Investor contemplating subscription to any Debenture should make its own independent assessment of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debenture and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor’s particular circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in conformity with the SEBI Debt Listing Regulations and the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, the Issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material

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issued by or at the instance of the Issuer and anyone placing reliance on any source of information other than this Information Memorandum would be doing so at its own risk.

This Information Memorandum and the respective contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the Debenture. All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or in part or make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer. The recipient agrees to keep confidential all information provided (or made available hereafter), including, without limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or terms of any fees payable to us or other parties in connection with the Issue. This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipients will promptly return all material received from the Issuer (including this Information Memorandum) without retaining any copies hereof. If any recipient of this Information Memorandum decides not to participate in the Issue, that recipient must promptly return this Information Memorandum and all reproductions whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debenture made hereafter shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debenture or the distribution of this Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this Information Memorandum comes are required to inform themselves of, and to observe, any such restrictions. The Information Memorandum is made available to potential investors in the Issue on the strict understanding that it is confidential.

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DISCLAIMER CLAUSE OF STOCK EXCHANGE

As required, a copy of this Information Memorandum has been filed with the Stock Exchange in terms of the SEBI Debt Listing Regulations.

It is to be distinctly understood that submission of this Information Memorandum to the Stock Exchange should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared, or approved by the Stock Exchange; nor does the Stock Exchange in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor does the Stock Exchange warrant that the Issuer’s Debenture will be listed or will continue to be listed on the Stock Exchange; nor does the Stock Exchange take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum has to be filed with or submitted to the SEBI for its review/approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debenture issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

Each recipient of this Information Memorandum acknowledges that:

(i) it has been afforded an opportunity to request and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained herein; and

(ii) such recipient has not relied on the Issuer in connection with its investigation of the accuracy of such information or its investment decision.

DISCLAIMER OF THE ARRANGERS

The Issuer has authorized CITI Bank and Standard Chartered Bank (collectively, the “Arrangers”) to distribute this Information Memorandum in connection with the the Debentures.

Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

The Issuer has prepared this Information Memorandum and the Issuer is solely responsible for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the issuance of the Debentures. All the information contained in this Information Memorandum has been provided by the Issuer or is from publicly available information, and such information has not been independently verified by the Arrangers. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Arrangers or any of their affiliates for the accuracy, completeness,

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reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the Arrangers hereby expressly disclaim, to the fullest extent permitted by law, any responsibility for the contents of this Information Memorandum and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions there from. By accepting this Information Memorandum, You agree that the Arrangers will not have any such liability.

You should carefully read and retain this Information Memorandum. However, you are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and you should consult with your own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the paragraph titled “Eligible Investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debenture offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai, India, subject to terms of the Debenture Trust Deed. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debenture herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

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SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debenture and the market in general envisaged by the management of the Company. Potential investors should carefully consider all the risk factors stated in this Information Memorandum for evaluating the Company and its business and the Debenture before making any investment decision relating to the Debenture. The Company believes that the factors described below represent the principal risks inherent in investing in the Debenture, but does not represent that the statements below regarding risks of holding the Debenture are exhaustive. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Potential investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.

(A) REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE COMPANY.

Potential Debenture Holders should be aware that receipt of the principal amount, along with the accrued interest payable thereon (i.e. the redemption amounts for the Debentures) and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Company. Potential Debenture Holders assume the risk that the Company will not be able to satisfy its obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.

(B) THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential Debenture Holders may have to hold the Debentures until redemption to realize any value. As specified in this Information Memorandum, an application has been made to list the Debentures on the Stock Exchange and an in-principle approval has been obtained from the Stock Exchange on July 1, 2020. If the Debentures are so listed or quoted or admitted to trading on Stock Exchange, no assurance is given by the Stock Exchange that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading.

(C) CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial health of the Company, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. In such cases, potential Debenture Holders may incur losses on revaluation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms.

(D) CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF DEBENTURES

All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest

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rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the pricing of the Debentures.

(E) RISKS OWING TO THE COVID – 19 PANDEMIC

The COVID pandemic resulted in additional risks that could materially adversely affect the Company’s business, financial condition, results of operations and/or cash flows.

COVID was identified in late 2019 and has spread globally. The rapid spread has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted and may further impact all or portions of the Company’s workforce and operations and the operations of customers. The Company has been affected by the pandemic and taken containment measures. Considerable uncertainty exists regarding such measures and potential future measures. Restrictions on the Company’s workforce’s access to its facilities could limit its ability to meet customer servicing expectations and have a material adverse effect on the Company’s financial condition, cash flows and results of operations. There is no certainty that measures taken by governmental authorities will be sufficient to mitigate the risks posed by the virus, and the Company’s ability to perform critical functions could be harmed.

The COVID pandemic has also significantly increased economic and demand uncertainty and has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital. It is likely that the COVID pandemic has caused an economic slowdown, and it is possible that it could cause a global recession. These events could affect the value of the equipment financed or leased, the demand for financings and the financial condition and credit risk of our dealers and customers.

Uncertainties related to the magnitude and duration of the COVID pandemic may significantly adversely affect the Company’s business and outlook (as well as that of Deere & Company and its wholly-owned subsidiaries (“John Deere”)). These uncertainties include: prolonged reduction or closure of John Deere’s and the Company’s operations, or a delayed recovery in such operations; additional closures as mandated or otherwise made necessary by governmental authorities; additional operating costs at facilities that remain open due to remote working arrangements, adherence to social distancing guidelines and other COVID-related challenges; absence of employees due to illness; requests by the Company’s customers or dealers for payment deferrals and contract modifications; the impact of disruptions in the global capital markets and/or continued declines in John Deere’s and the Company’s financial performance, outlook or credit ratings, which could impact John Deere’s and the Company’s ability to obtain funding in the future; and the impact of the pandemic on demand for John Deere’s products and services. It is unclear when an economic recovery could occur and what a recovery may look like. All of these factors could materially and adversely affect our business, liquidity, results of operations and financial position.

The ultimate magnitude of COVID effects, including the extent of its impact on the Company’s financial and operational results, which could be material, will be determined by the length of time that the pandemic continues, its effect on the demand for our

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services, as well as the effect of governmental regulations imposed in response to the pandemic. We cannot at this time predict the impact of the COVID pandemic, but it could have a material adverse effect on our business, financial condition, results of operations and/or cash flows.

(F) POLITICAL AND ECONOMIC RISK IN INDIA

The Company operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in the Indian economy could result in lower demand for credit and other financial products and services and higher defaults. Any slowdown in the growth or negative growth of sectors where the Company has a relatively higher exposure could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of operations and financial condition.

12

SECTION 4:FINANCIAL STATEMENTS

Parameters FY 19-20 (As per Ind AS)*

Net worth 4,780,718,861

Total Debt 19,462,759,632

Net Fixed Assets 48,297,076

Other Non-financial assets 323,764,004

Cash and Cash Equivalents 802,500,690

Current Investments -

Other Financial Assets 23,337,854,333

Other Financial Liabilities 203,630,867

Other Non-financial liabilities 65,306,045

Assets Under Management 238,895,966,423

Off Balance Sheet Assets NIL

Interest Income 3,227,796,553

Interest Expense 1,439,714,310

Provisioning & Write-offs 585,048,076

PAT 253,794,847

Gross NPA (%) 6.74%

Net NPA (%) 4.69%

Tier I Capital Adequacy Ratio (%) 18.92%

Tier II Capital Adequacy Ratio (%) 0.39%

Parameters FY

2018-19 (As per earlier India

GAAP)

FY 2017-18

(As per earlier India GAAP)

For Financial Entities

Net worth 3,806,418,650 3,082,461,643

13

Total Debt 13,468,000,000

8,746,000,000

of which – Non-Current Maturities of

Long Term Borrowing

10,945,000,000

3,998,000,000

- Short Term Borrowing

- 2,000,000,000

- Current Maturities of Long Term Borrowing

2,523,000,000

2,748,000,000

Net Fixed Assets 13,411,977 9,409,497

Non-Current Assets 10,298,728,616 6,816,800,473

Cash and Cash Equivalents 762,905,605 174,910,449

Current Investments - -

Current Assets 8,029,492,345 5,702,511,404

Current Liabilities 3,110,462,992 5,126,886,249


11,831,000,124 Off Balance Sheet Assets Nil Nil

Interest Income 2,328,873,599 1,531,899,529

Interest Expense 1,022,289,722 616,892,429

Provisioning & Write-offs 226,930,812 203,586,442

PAT 223,957,007 81,516,786

Gross NPA (%) 4.96% 5.05%

Net NPA (%) 3.25%

3.40%

Tier I Capital Adequacy Ratio (%) 20.70% 23.93%

Tier II Capital Adequacy Ratio (%) 1.25% 1.25%

*Note: Please note that the audited financial statements of the Company for the financial year ending March 31, 2020 are yet to be placed before the annual general meeting of the Company to be held on July 20, 2020.

14

SECTION 5: REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations and applicable Law.

5.1 Documents Submitted to the Exchanges

The following documents along with the listing application have been / shall be submitted to the Stock Exchange:

(a) A draft of this Information Memorandum;

(b) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(c) Copy of the last 3 (three) years audited annual reports;

(d) Statement containing particulars of, dates of, and parties to all material contracts and agreements, if any;

(e) Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories held on June 19, 2020 authorising the Company to borrow and issue non convertible debentures, upon such terms as the Board may think fit, upto an aggregate limit of Rs. 4,000,00,00,000 (Rupees Four Thousand Crores only) along with a list of authorised signatories of the Issuer;

(f) Certified true copy of the resolution passed by the Issuer at the Extra Ordinary General Meeting held on March 13, 2020 authorising the Company to borrow and issue non convertible debentures, upon such terms as the Board may think fit, upto an aggregate limit of Rs. 1,000,00,00,000 (Rupees One Thousand Crores only);

(g) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including 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 Stock Exchange, where the debt securities have been listed, within 5 (five) working days of execution of the same; and

(h) Any other particulars or documents that the Stock Exchange may call for as it deems fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the Debentures:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copies of the last 3 (three) years’ audited Annual Reports;

15

(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 & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any; and

(e) An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in the Simplified Listing 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 results. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within 2 (Two) working days of their specific request;

5.2A The Issuer shall submit all documents, and make necessary disclosures, in accordance with the SEBI (Listing Obligations and Disclosure Requirements), 2015. The Issuer shall comply with the SEBI (Listing Obligations and Disclosure Requirements), 2015.

5.3 Name and Address of Registered Office and Corporate Office of the Issuer

Name : John Deere Financial India Private Limited

Registered Office of Issuer : Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013

Corporate Office of Issuer : Level 2, Tower 15, Magarpatta City, Hadapsar, Pune (MH) - 411013

Corporate Identification Number : U65923PN2011PTC141149

Phone No. : +91 20 6642 5000

Contact Person : +91 20 6642 5001

Email : [email protected]

Compliance Officer of Issuer : Miss. Vaishnavi Suratwala

Chief Financial Officer of Issuer : Mr. Girish Sivaramakrishnan

Arrangers, if any, of the instrument : Citi Bank & Standard Chartered Bank

Name and Address of Debenture : CATALYST TRUSTEESHIP LIMITED Trustee to the issue Windsor, 6th Floor, Office No. 604, C.S.T. Road,

Kalina, Santacruz (East), Mumbai - 400098

16

Registrar to the Issue : LINK INTIME INDIA PVT. LTD C 101, 247 Park, L.B.S. Marg, Vikhroli (West),

Mumbai - 400083. Name and Address of Credit Rating : CRISIL LTD Agency for the Issue 1187/17 Ghole Road, Shivajinagar, Pune – 411 005, India Auditors of the Issuer : M/S BSR & Associates LLP Chartered Accountant

5.4 A brief summary of business / activities of the Issuer and its line of business:

(a) Overview

The Issuer was incorporated on 21st October 2011 under the Companies Act, 1956. The Company has also been granted certificate of registration number CIN: U65923PN2011PTC141149 by Registrar of Companies, Pune. The Company is in the business of Financing.

(b) Corporate Structure/Organization Structure

This is set out in Annexure IX.

(c) Key Operational and Financial Parameters for the last 3 audited years on a consolidated basis (wherever available) else on a standalone basis.

Parameters FY 19-20 (As per Ind AS)*

Net worth 4,780,718,861

Total Debt 19,462,759,632

Net Fixed Assets 48,297,076

Other Non-financial assets 323,764,004

Cash and Cash Equivalents 802,500,690

Current Investments -

Other Financial Assets 23,337,854,333

Other Financial Liabilities 203,630,867

Other Non-financial liabilities 65,306,045


Off Balance Sheet Assets NIL

17

Interest Income 3,227,796,553

Interest Expense 1,493,714,310

Provisioning & Write-offs 585,048,076

PAT 253,794,847

Gross NPA (%) 6.74%

Net NPA (%) 4.69%

Tier I Capital Adequacy Ratio (%) 18.92%

Tier II Capital Adequacy Ratio (%) 0.39%

Parameters1 FY ending March 2019 (As per earlier India

GAAP)

FY ending March 2018 (As per earlier India

GAAP)

For Financial Entities

Networth 3,806,418,650 3,082,461,643

Total Debt 13,468,000,000 8,746,000,000

(Of which-Non Current Maturities of)

Long Term Borrowing 10,945,000,000 3,998,000,000

Short Term Borrowing - 2,000,000,000

Current Maturities of Long Term Borrowing

2,523,000,000 2,748,000,000

Net Fixed Assets 10,292,903,832 6,812,677,824

Non-Current Assets (Excluding Fixed Assets)

10,298,728,616 6,816,800,473

Cash and Cash Equivalents

762,905,605 174,910,449

Current Investments - -

Current Assets 8,029,492,345 5,702,511,404

Current Liabilities 3,110,462,992 5,126,886,249

Assets under Management

16,775,100,000 11,831,000,124

Off balance Sheet Assets Nil Nil

Interest Income 2,328,873,599 1,531,899,529

Interest Expense 1,022,289,722 616,892,429

Provisioning and write-offs

226,930,812 203,586,442

PAT 2,23,957,007 81,516,786

Gross NPA (%) 4.96% 5.05%

Net NPA (%) 3.25% 3.40%

Tier I Capital Adequacy Ratio (%)

37.35% 23.93%

1 Drafting Note: Please note that the below parameters are indicative only.

18

Tier II Capital Adequacy Ratio (%)

1.25% 1.25%


(d) Project cost and means of financing, in case of funding of new projects: N.A.

(e) Gross Debt: Equity Ratio of the Issuer

Before the issue of debt securities

5.02%

After the issue of debt securities

5.76%

5.5 Brief history of Issuer since its incorporation giving details of its following activities:

(a) Details of Share Capital as on the latest quarter end, i.e., As at March 31, 2020

Share Capital INR (in Millions)

Authorised

800,000,000 equity shares of face value Rs. 10 each 8,000

Issued, Subscribed and Fully Paid- up

393,900,000 equity shares of face value Rs. 10 each 3,939

TOTAL 3,939

(b) Changes in its capital structure as on last quarter end, for the last five years:-

Date of Change (AGM/EGM) INR (in Millions) Particulars

24th September 2013 50 crores to 300 crores

Increase of authorized capital

02nd November 2018 300 crores to 800 crores

Increase of authorized capital

TOTAL 1,100 Crores

(c) Equity Share Capital History of the Company as on last quarter end i.e March 31. 2020 for the last 5 (five) years: -

19

Date of

Allotment

No of Equity Shares

Issue

Price

(Rs.)

Consideration

(Cash/other than

Cash)

Cumulative

Remarks

No. of equity shares

Equity Share Capital (Rs.)

Equity Share

Premium (Rs.)

19-Dec-11

2,000,000 10 10 Cash Equity 2,000,000 20,000,000 Nil

31-Jan-12

38,000,000 10 10 Cash Equity 40,000,000 400,000,000 Nil

15-Apr-13

40,000,000 10 10 Cash Equity 80,000,000 800,000,000 Nil

22-Aug-13

40,000,000 10 10 Cash Equity 120,000,000 1,200,000,000 Nil

22-Oct-13

30,000,000 10 10 Cash Equity 150,000,000 1,500,000,000 Nil

1-Jan-14

40,000,000 10 10 Cash Equity 190,000,000 1,900,000,000 Nil

16-Apr-14

40,000,000 10 10 Cash Equity 230,000,000 2,300,000,000 Nil

18-Jun-14

40,000,000 10 10 Cash Equity 270,000,000 2,700,000,000 Nil

19-Aug-14

23,900,000 10 10 Cash Equity 293,900,000 2,939,000,000 Nil

17-Mar-

19 50,000,000 10 10 Cash Equity 343,900,000 3,439,000,000 Nil

27-Feb-20

50,000,000 10 10.3

3 Cash Equity 393,900,000 3,939,000,000 16,500,000

Notes, if any: None

(d) Details of any Acquisition or Amalgamation in the last 1 (one) year: NA

(e) Details of any Reorganization or Reconstruction in the last 1 (one) year: NA

5.6 Details of the shareholding of the Company as on the latest quarter end, i.e., March 31, 2020:-

(a) Shareholding pattern of the Company as on last quarter end, i.e. March 31, 2020:-

Sr. No. Particulars Total No. of Equity Shares

No. of Shares in demat form

Total shareholding as % of total no of equity shares

20

1 John Deere India Private Limited

393,899,990.00 NIL 99.99%

2 John Deere Luxembourg Investment SARL

10 NIL 0.01%

Notes: Details of shares pledged or encumbered by the promoters (if any): NIL

(b) List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. March 31, 2020

Sr. No. Name of the shareholders

Total No. of Equity Shares

No. of Shares in demat form

Total shareholding as % of total no of equity shares

1 John Deere India Private Limited

393,899,990.00 NIL 99.99%

2 John Deere Luxembourg Investment SARL

10 NIL 0.01%

5.7 Following are the details regarding the directors of the Company:

(a) This table sets out the details regarding the Company’s Board of Directors as on date of the Information Memorandum*:-

S. No

.

Name & Designatio

n

Residential Address

Date of Birth

(dd/mm/yyyy)

Age DIN PAN Director of the Company

since

Other Directors

hip

1 Ajit Prakash Jain

Flat 602, Building D/1, Bramha Suncity, Vadgaonsheri Pune 411014

13/07/1974

46 07021106 ABMPJ8624L

28/01/2015 NIL

2 Felix Frie 95 Grange Road #05-11 Grange Residences Singapore 249616

11/12/1978

42 07989974 NIL 01/12/2017 Director in 3 fellow subsidiaries outside India

3 Abhay Dinkar Dhokte

S.N.25/1 A AND 26/1 ACOLADE, A2/603 KHARADI

04/08/1970

50 08481252 ACHPD4086E

01/07/2019 NIL

21

S. No

.

Name & Designatio

n

Residential Address

Date of Birth

(dd/mm/yyyy)

Age DIN PAN Director of the Company

since

Other Directors

hip

BYPASS, KHARADI, DUKIRKLINE PUNE 411014 MH IN

4 Manish Madhav Phalke

S.NO.-25, FLAT NO.25 ATUL PARK HOUSING SOCIETY, HINGNE KHURD SINHAGAD ROAD NEAR SARASWATI SUPER MARKET, A PUNE 411051 MH IN

28/09/1969

51 08501967 ABGPP3655F

11/07/2019 NIL

5 Pranjali Rahul Patil

Flat No12, Sayali Terraces, Plot No-94,Aanand Park, ITI Road Opposite Fab India, Sanewadi Aundh, Pune City Gane Pune 411007 MH IN

09/10/1979

41 08738193 AMSPP0496P

15/05/2020 NIL

* Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: - NA

(b) Details of change in directors since last three years:

S. No.

Name & Designation

DIN Date of

appointment/ Resignation

Director of the Company since (in case

of resignation)

Date of cessation Remarks

1 Satyen Shah

07267664 30/06/2019 (Resigned)

- 30/06/2019

Moved to different

higher role in parent

company.

2 Abhay Dinkar Dhokte

08481252 01/07/2019 (Appointed)

01/07/2019 -

-

22

S. No.

Name & Designation

DIN Date of

appointment/ Resignation

Director of the Company since (in case

of resignation)

Date of cessation Remarks

3 Manish Madhav Phalke

08501967 11/07/2019 (Appointed)

11/07/2019 - -


08481252 15/05/2020 (Appointed)

15/05/2020 - -

5.8 Following details regarding the auditors of the Company:

Name Address Auditor Since

M/s BSR & Associates LLP 7th & 8th Floor, Business Plaza, Westin Hotel Campus, 36/3-B, Koregaon Park Annex, Mundhwa Road, Ghorpadi, Pune -411001.

Is appointed on 18th July 17 i.e. from FY 17-18 till the conclusion of sixth AGM

5.9 Details of change in auditors since last three years:

Name Date of

resignation Address Auditor Since

Remarks

Deloitte Haskins & Sells

LLP

16-17 706, B wing ,7th floors’ S B Road, Pune. 411016

From Incorporation of Company till 2016-17

Change required by the Companies Act due to rotation

5.10 Details of borrowings of the Company, as on latest quarter end:- As on March 31, 2020

(a) Details of secured loan facilities - NA

(b) Details of unsecured loan facilities

Lender’s Name

Type of Facility

Amount Sanctioned Principal Amount

Outstanding Repayment

Date/Schedule

ICICI Bank TL 7,000,000,000.00 1,790,000,000.00 Multiple dates

MUFG Bank

TL 6,250,000,000.00 290,000,000.00 Multiple dates

SCB TL 6,150,000,000.00 4,015,000,000.00 Multiple dates

MUFG Bank

WCDL 1,500,000,000.00 1,150,000,000.00 Multiple dates

HSBC ECB 2,100,000,000.00 1,275,000,000.00 Multiple dates

(c) Details of NCDs

23

Debenture Series

Tenor/P

eriod of

Maturit

y

Cou

pon

Amou

nt

(Rs.

Crore

s)

Date of

Allotm

ent

Rede

mptio

n

Date/

Sched

ule

Credit

Rating

Secure

d/ Unsecured

Securit

y

SERIES1 9.45NCD10JN22F

VRS10LAC 3Years

9.45%

500 21-Jan-

19 10-

Jan-22 CRISIL

AAA/Stable Unsecured

NA

9.30 NCD 25SP20 FVRS10LAC

1.5 Years

9.30%

300 28-

Mar-19

25-Sep-20

CRISIL AAA/Stable

Unsecured

NA

7.10 LOA 01JU23 FVRS10LAC

3Years 7.10

% 100

1-Jun-20

1-Jun-23

CRISIL AAA/Stable

Unsecured

NA

(d) List of Top 10 Debenture Holder(s) as on 15th June 2020–

Sr. No. Name of Debenture Holders Amount

(Rs.)

1 ICICI Prudential Savings Fund 1,766,000,000.00

2 ICICI Prudential Short Term Fund 1,500,000,000.00

3 ICICI Prudential Corporate Bond Fund 1,500,000,000.00

4 SBI Corporate Bond Fund 1,500,000,000.00

5 HDFC Trustee Company Ltd A/C Hdfc Short Term Debt

Fund 1,000,000,000.00

6 Axis Bank Limited 1,000,000,000.00

7 UTI - Treasury Advantage Fund 500,000,000.00

8 ICICI Prudential Fixed Maturity Plan Series 84 - 1188

Days Plan Z 210,000,000.00

9 ICICI Prudential Fixed Maturity Plan Series 84 - 1204

Days Plan Y 24,000,000.00

Note: Top 10 holders (in value terms, on cumulative basis for all outstanding debenture issues details to be provided.)

(e) The amount of corporate guarantee issued by the Issuer along with the name of the

counterparty (like name of the subsidiary, JV entity, Group Company, etc) on behalf of

whom it has been issued. (if any): NA

(f) Details of Commercial Paper: The total face value of commercial papers

outstanding as on the latest quarter end to be provided and its breakup in

following table:-

Maturity Date Amount Outstanding

INR Crores

29-Jan-21 300

24

(g) Details of rest of the borrowing (if any including hybrid debt like FCCB,

Optionally Convertible Bonds / Preference Shares) as on March 30, 2020: NA

(h) 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, in the past 5 years: NA

(i) 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: NA 5.11 Details of Promoters of the Company:

(a) Details of Promoter Holding in Company as on latest quarter end:

Name of shareholders

Total no. of equity shares

No. of shares

in demat form

Total shareholding as % of the total no. of

equity shares

No. of pledged shares

% of shares pledged with

respect to shares owned

John Deere India Private Limited

393,899,990 NIL 99.99% NIL NIL

5.12 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any.

Audited Standalone financials (INR in Millions):

Balance Sheet Fiscal Year ending

March 2020* (As per Ind AS)

EQUITY & LIABILITIES

Shareholders Fund 4,780.72

Non Financial Liabilities 65.31

Financial Liabilities 19,666.40

ASSETS

Non Financial Assets 372.06

Current Assets 24,140.36

Profit & Loss Account Fiscal Year ending

March 2020* (As per Ind AS)

Income 3,227.97

Expenses 2,970.42

Profit / (Loss) before Tax 339.00

Profit / (Loss) for the year 253.79

25

Balance Sheet

Fiscal Year ending March 2019


Fiscal Year ending March 2018


EQUITY & LIABILITIES

Shareholders Fund 3,806.42 3,082.46

Non Current Liabilities 11,411.34 4,309.96

Current Liabilities 3,110.46 5,126.89

ASSETS

Non Current Assets 10,298.73 6,816.80

Current Assets 8,029.49 5,702.51

Profit & Loss Account Fiscal Year ending

March 2019 Fiscal Year ending

March 2018

Income 2,328.87 1,531.90

Expenses 2,023.48 1,369.10

Profit / (Loss) before Tax 305.39 162.80

Profit / (Loss) for the year 223.96 81.52


Note: Issuer shall provide latest Audited or Limited review Financials in line with timelines as mentioned in the Simplified Listing 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.

5.13 Abridged version of the Latest Audited/Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any.

As set out in paragraph 5.12 above.

Note: Issuer shall provide latest Audited or Limited review Financials in line with timelines as mentioned in the Simplified Listing 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.

5.14 Any material event/ development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the Issue or the investor’s decision to invest / continue to invest in the debt securities. NA

5.15 Name of the Debenture Trustee shall be mentioned with statement to the effect that the bond trustee has given its consent to the Issuer for its appointment under regulation

26

4(4) and in all the subsequent periodical communications sent to the holders of the Debentures. Copy of consent letter from the Bond Trustee to be disclosed.

The debenture trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst Trusteeship Limited has given its written consent for its appointment as the debenture trustee to the Issue and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture Holders. The consent letter from Debenture Trustee is provided in ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE of this Information Memorandum.

5.16 Detailed rating rationale(s) adopted (not older than one year on the date of opening of the Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue) by the rating agencies shall be disclosed.

The Rating Agency has assigned a rating of CRISIL AAA/Stable LTD (pronounced as CRISIL Triple A / Stable) to the Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The rating letter and rationale from the Rating Agency is provided in Annexure II: RATING LETTER AND RATING RATIONALE of this Information Memorandum.

5.17 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), the same shall be disclosed in the offer document. NA

5.18 Names of all the recognized stock exchanges where the debt securities are proposed to be listed, clearly indicating the designated stock exchange:

The Debentures are proposed to be listed on the WDM segment of the Stock Exchange. The Issuer shall comply with the requirements of the listing agreement for debt securities to the extent applicable to it on a continuous basis. The Issuer has obtained an in-principle approval from the Stock Exchange on July 1, 2020.

5.19 Other details:

(a) Debenture Redemption Reserve:

Pursuant to the amendment to the Companies (Share Capital & Debentures) Rules 2014, notified on August 16, 2019, and as on the date of filing of this Information Memorandum, the Company is not required to create debenture redemption reserve (“DRR”) for the purpose of redemption of the Debentures. Accordingly, no DRR shall be created by our Company for the purpose of redemption of the Debentures or in connection with the Issue.

(b) Issue / instrument specific regulations – relevant details (Companies Act, RBI guidelines etc.):

The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act including the relevant notified rules thereunder and the applicable RBI guidelines.

27

(c) Application process:

The application process for the Issue is as provided in SECTION 7: OTHER INFORMATION AND ISSUE PROCESS of this Information Memorandum.

5.20 Issue Details

A summary term sheet for the Series 1 Debentures is set out in Part A of ANNEXURE I: SERIES 1 TERM SHEET. A summary term sheet for the Series 2 Debentures is set out in Part B of ANNEXURE I: SERIES 2 TERM SHEET.

5.21 A statement containing particulars of the dates of, and parties to all material contracts, agreements:

Set out in Annexure X.

5.22 Details of Debt Securities Sought to be Issued

Listed Unsecured Rated Non-convertible debentures

5.23 Issue Size

INR 3,000,000,000 (Indian Rupees Three Billion only)

5.24 Utilization of the Issue Proceeds

On-lending and general corporate purpose

28

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:

6.1 Name of the Bank declaring the entity as a Wilful Defaulter: NA

6.2 The year in which the entity is declared as a Wilful Defaulter: NA

6.3 Outstanding amount when the entity is declared as a Wilful Defaulter: NA

6.4 Name of the entity declared as a Wilful Defaulter: NA

6.5 Steps taken, if any, for the removal from the list of wilful defaulters: NA

6.6 Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NA

6.7 Any other disclosure as specified by the Board: NA

29

SECTION 7: OTHER INFORMATION AND ISSUE PROCEDURE

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, Application Form 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; however, it is clarified that no Investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. 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 the Depository 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.

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 Market Lot

The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.

7.4 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 Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The

30

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 deem necessary or require to be done in the interest of the Debenture Holder(s). 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 Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

7.5 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

7.6 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.

7.7 Modification of Debentures

The Debenture Trustee shall not agree to any modification to the terms of the Debentures or the Debenture Trust Deed without the consent of the Debenture Holders. The Issuer shall notify the Stock Exchange and the Debenture Holders of any modification made to the terms of the Debentures or Debenture Trust Deed.

7.8 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.

7.9 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through registered post, recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture Holder at its/his registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered post, recognized overnight courier service, hand delivery or by

31

facsimile transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable communication. All correspondence regarding the Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) Business Days after posting; (b) 1 (One) Business Day after delivery by recognized overnight courier service, if sent for next Business Day delivery; (c) in the case of facsimile at the time when dispatched with a report confirming proper transmission; or (d) in the case of personal delivery, at the time of delivery.

7.10 Issue Procedure

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 of the Issuer as per the details mentioned in the Application Form.

Manner of Bidding Close Book Building

Mode of Allotment Uniform Yield

Mode of Settlement ICCL

7.11 Application Procedure

Potential 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 Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

7.12 Fictitious Application

All fictitious applications will be rejected.

7.13 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. Subject to the aforesaid, in case of over subscription, priority will be given to potential investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to the Issuer by the Deemed Date of Allotment.

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7.14 Payment Instructions

The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Indian Rupees Ten lakhs only) per Debenture for each Debenture is payable along with the making of an application. Applicants can remit the application amount through RTGS on Pay-in Date. The RTGS details are as under:

ICICI Bank

Beneficiary Name: Indian Clearing Corporation Limited

Account no: ICCLEB

IFSC Code: ICIC0000106

Mode: NEFT/ RTGS

YES Bank


Account no: ICCLEB

IFSC Code: YESB0CMSNOC

Mode: NEFT/ RTGS

HDFC Bank


Account no: ICCLEB

IFSC Code: HDFC0000060

Mode: NEFT/ RTGS

Eligible Investors may apply through the BSE Bond Platform through electronic book

mechanism in line with SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 issued by SEBI on

January 05, 2018, and the operational guidelines for participation in BSE Bond Platform

issued by the Stock Exchange on April 24, 2018, as amended from time to time (collectively

the “EBM Guidelines”). The settlement procedure in line with the EBM Guidelines shall

be as follows:

A. Settlement:

1. Pay-in towards the allotment of Debentures shall be done from the account of the

bidder, to whom allocation is to be made;

2. Pay in shall be done through clearing corporation of Stock Exchange, i.e. Indian

Clearing Corporation Limited “ICCL”.

B. Settlement Summary:

33

Timeline Activity for clearing corporation ‘ICCL’ Activity for Depositories

T- Day Bidding session

T+1 Day 1. Successful bidders to transfer funds from

bank account(s) registered with BSE

Bond Platform to the bank account of

ICCL to the extent of funds pay-in

obligation on or before 10:30 hours;

2. Issuer to inform BSE Bond Platform

about the final decision of the Issuer to

go ahead with allotment for the issue by

12:00 hours;

3. Issuer to give instruction to Registrar to

the Issue for crediting securities to

successful bidders. Registrar to the Issue

to provide corporate action file along

with all requisite documents to

Depository by 12:00 hours;

4. Clearing corporation to initiate transfer

of funds to the bank accounts designated

by the Issuer.

Depository on the

instruction of Issuer or

through its Registrar to the

Issue, will be crediting the

Debentures to the demat

account of the Investors.

7.15 Eligible Investors

The persons eligible under the EBM Guidelines including Banks, Financial Institutions, Non-Bank Finance Companies, High Networth Individuals, Bodies Corporate, Mutual Funds, Foreign Portfolio Investors, and/or or any other subscriber eligible to invest in INR denominated Debentures issued for the stated purpose (“Eligible Investors”). The bidders should be registered/enrolled with the BSE Bond Platform. All the registered and eligible participants are required to update the necessary bank account and demat details before participating in the bidding process on BSE Bond Platform.

Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

34

7.16 Procedure for Applying for the Debentures

(a) The applicant must have at least one beneficiary account with any of the DP’s of the Depositories 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 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.

7.17 Depository Arrangements

The Issuer shall make necessary arrangement with NSDL for issue and holding of Debenture in dematerialised form.

7.18 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.

7.19 Application under Power of Attorney

35

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 potential Investor and the tax exemption certificate/document of the potential 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.

7.20 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.

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

7.21 Documents to be provided by Eligible Investors

Eligible 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)

36

7.22 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.

7.23 Succession

In the event of winding up of a Debenture Holder (being a company), the Issuer will recognise the legal representative (being the liquidator) of the Debenture Holder appointed by a competent court.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such legal representation, in order to recognise any person as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on the production of sufficient documentary proof and an indemnity.

In the event of, however, a deceased Debenture Holder having nominated any person entitled to be registered as the Debenture holder in the event of his death, such nominee shall be registered as the Debenture holder in place of the deceased Debenture holder, notwithstanding anything contained in any other law for the time being in force.

7.24 Mode of Payment

All payments must be made through cheque(s) demand draft(s), transfers, SWIFT / RTGS as set out in the Application Form.

7.25 Effect of Holidays

In case any Coupon Payment Date falls on a day which is not a Business Day, the payment to be made on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When the Redemption Date falls on a day which is not a Business Day, the payment to be made of such Redemption Date shall be made on the immediately preceding Business Day.

7.26 Tax Deduction 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. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office of the R&T Agent of the Issuer at least 20 (Twenty) calendar days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form.

If any payments under this Issue is subject to any tax deduction other than such amounts as are required as per current regulations existing as on the date of the Debenture Trust Deed, including if the Company shall be required legally to make any payment for Tax from the sums payable under the Debenture Trust Deed, (“Tax Deduction”), the Company shall make such Tax Deduction, as may be necessary.

7.27 Demat credit

37

The credit of Debentures, in dematerialised form, within a maximum of 7 (Seven) calendar days from the Deemed Date of Allotment or such period as is permissible under Applicable Law.

7.28 Record Date

The Record Date is the date falling 15 (fifteen) calendar days prior to the date on which Interest is due and payable on the Debentures, or the date of redemotion of such Debentures (as applicable).

7.29 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 15 (fifteen) 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.

7.30 Pan Number

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.

7.31 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL and accordingly the account of the Debenture Holder(s) with NSDL will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished.

7.32 Governing law and jurisdiction of courts

The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising out of or connected with this Issue shall be resolved by the courts of Mumbai.

The Issuer irrevocably and generally consents in respect of any proceedings anywhere in connection this Issue or the Debenture to the giving of any relief or the issue of any process in connection with those proceedings including, without limitation, the making,

38

enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of any order or judgment which may be made or given in those proceedings.

Nothing contained in this paragraph shall limit any right of the Debenture Trustee or the Debenture Holders to take proceedings in any other court or tribunal of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

39

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.

For John Deere Financial India Private Limited Authorised Signatories

Name: Manish Phalke

Title: Director

Date: July 2, 2020

ak53323

Stamp

hv24549

Stamp

40

ANNEXURE I: TERM SHEET

PART A: SERIES 1 TERM SHEET

In case of any inconsistencies between the terms set out in this Series 1 Term Sheet and the

Debenture Trust Deed, the terms set out in the Debenture Trust Deed shall prevail.

Security Name JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED 6.20% Maturing

September 2021

Issuer John Deere Financial India Private Limited

Type of instrument Non-convertible debentures

Nature of instrument Fully Paid Rated Listed unsecured Redeemable Non-convertible

Debentures

Seniority Senior

Mode of issue Private placement

Eligible Investor As set out in paragraph 7.15 in Section 7 of this Information Memorandum

Listing (including name of the Exchange where it will be listed and timeline for listing)

The Debentures shall be listed on the WDM of the Stock Exchange, within 15 (fifteen) days from the Deemed Date of Allotment.

Rating of Instrument The Credit Rating Agency has assigned ‘CRISIL AAA/Stable’ pursuant

to its credit rating letter dated June 25, 2020

Issue size Rs. 2,000,000,000 (Indian Rupees Two Billion only)

Dematerialized Yes

Depository NSDL

Credit Rating Agency CRISIL LTD

Debentures Trustee Catalyst Trusteeship Limited

Listing The Debentures shall be listed on the WDM of the Stock Exchange,

within 15 days of the Deemed Date of Allotment.

Option to retain

oversubscription

amount

No

Details of utilization of

the proceeds / Objects

of the Issue

Onlending and general corporate purposes

Coupon Rate 6.20% (six point two zero per cent) per annum

Step Up/Step Down

Coupon [Note 1]

As per “Coupon Step-up” and “Coupon Step-Down” below in this

Series 1 Term Sheet.

Coupon payment frequency

Annual

Coupon Period Each period of 12 (twelve) months, where the first period shall commence on the Deemed Date of Allotment; provided however that the last Interest Period shall end on the Final Redemption Date.

Coupon Payment Dates Last day of each Coupon Period for which Coupon is payable by the

Issuer, and if such last day is not a Business Day, then the Business

41

Day immediately succeeding such last day; provided the Coupon to

be paid shall always be calculated till such last day of the Coupon

Period. It is hereby clarified that the subsequent Coupon Payment

Date would not be disturbed merely because the Coupon Payment

Date in respect of any particular Coupon payment has been

postponed to a later date because of it having fallen on a day which

is not a Business Day.

Coupon reset process None. However, the Debentures are subject to step-up and step-

down as set out in “Coupon Step-up” and “Coupon Step-down”

below.

Coupon Step-up The Coupon will be reset prospectively, if the rating of the Company is downgraded during the tenure of the instrument. The Coupon rate shall be increased by 0.25% per annum for per notch rating downgrade by the Rating Agency. If the credit rating of the Debentures downgrades to or below AA-, then Debenture Holders can exercise their right to require the Company to redeem the outstanding Debentures in full within 30 days from the date of notice in this regard to the Company. In case the Debenture Holders do not opt for put option/ early redemption option, the Company shall have the right to make an early redemption within a period of 30 days. During such time the Company shall continue to pay the increased Coupon rate.

Coupon Step-down Each notch upgrade of the credit rating by such the Rating Agency (till the time such credit rating is restored up to AAA) shall reduce the Interest Rate by 0.25% (zero decimal two five per cent.) per annum from the date of such rating upgrade.

Coupon type (fixed, floating or other coupon structure)

Fixed

Day count basis Actual / actual

Interest on application money

As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Company.

Default Interest Rate All monies due in respect of the Debentures shall, in case the same be not paid on the respective due dates, carry further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Coupon for the period during which such default continues. In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company shall pay penal interest of

42

1% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of the Debentures. If the Company fails to execute the Debenture Trust Deed within 3 months from the Deemed Date of Allotment, the Company shall also pay interest of 2% per annum to the Debenture Holders, over and above the Coupon Rate, till the execution of the Debenture Trust Deed.

Trading Dematerialized mode only

Tenor 14 months and 8 days from the Deemed Date of Allotment

Redemption Date September 15, 2021

Redemption Amount Rs. 1,000,000/- (Rupees One Million) per Series 1 Debenture on the

Redemption Date plus accrued Coupon if any.

Redemption

Premium/Discount

N.A.

Issue Price Rs. 1,000,000/- (Indian Rupees One Million only) per Series 1

Debenture

Discount at which security is issued and the effective yield as a result of such discount.

N.A.

Put date N.A.

Put price N.A.

Put option notification time

N.A.

Call date N.A.

Call price N.A.

Call Notification Time N.A.

Face Value Rs. 1,000,000/- (Indian Rupees One Million only) per Series 1 Debenture

Minimum application

and multiples of debt

securities thereafter

10 Series 1 Debentures of Rs. 1,000,000/- (Indian Rupees One Million

only) each and in multiples of 1 Series 1 Debenture thereafter

For minimum subscription of INR 1,00,00,000 (Indian Rupees One

Crore):

(i) Minimum application – 10 (ten) Series 1 Debentures

(ii) Multiples thereafter – 1 (one) Series 1 Debenture

Issue Timings Issue Opening Date – July 6, 2020

Issue Closing Date – July 6, 2020

Pay-in Date – July 7, 2020 (T+1 settlement)

Deemed Date of Allotment – July 7, 2020

Issuance mode of the Instrument

Demat

Trading mode of the Instrument

Demat

43

Settlement mode of the

instrument

All payments must be made through cheque(s) / demand draft(s) /

transfers / SWIFT / RTGS.

Depository NSDL / CDSL

Business Day Convention [Note 2

In case any interest payment falls on a day which is not a Business Day, then the payment to be made on such interest payment date shall be made on the immediately succeeding Business Day. However, the interest amount to be paid and the dates for calculation of interest will not be adjusted for such change in dates due to the holiday. It is hereby clarified, the subsequent coupon schedule would 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 day which is not a Business Day. In case any principal payment falls on a day which is not a Business Day, then such repayment (including interest payment) will be made on the immediately preceding Business Day.

Record date 15 days

prior to each Interest

Payment/ Put Date/ Call

Date/ Redemption Date

In relation to any Due Date, the day falling 15 (Fifteen) Days prior to

such Due Date. It is clarified that the Record Date shall be

determined by excluding the relevant Due Date and including the

15th Day prior to the Due Date.

To illustrate, if the relevant Due Date is on the 20th of a month, the

Record Date would be on the 5th of that month. In addition, it is

clarified that the Record Date will always be determined with

reference to the original Due Date irrespective of whether the

original Due Date falls on a Business Day or not.

Security including

description, type of

security, type of charge,

likely date of creation of

security, minimum

security cover,

revaluation,

replacement of security

Unsecured

Transaction Documents

[Note 3]

This Information Memorandum, the Debenture Trust Deed, the

Debenture Trustee Agreement and such other documents as more

particularly to be listed in the Debenture Trust Deed.

Change of Control “Change of Control” means, at any time (a) Deere & Company, ceases to jointly and severally, directly or

indirectly, (i) legally and beneficially hold at least 51% (fifty one per cent) of the fully paid-up equity share capital and voting rights of John Deere India Private Limited (on a fully diluted basis); or (ii) Control John Deere India Private Limited; or

(b) John Deere India Private Limited, ceases to jointly and severally,

directly or indirectly, (i) legally and beneficially hold at least 51%

44

(fifty one per cent) of the fully paid-up equity share capital and voting rights of the Issuer (on a fully diluted basis); or (ii) Control the Company; or

(c) “John Deere” ceases to form part of the name of the Company. If a Change of Control is reasonably likely to occur, then the Company shall, subject to Applicable Law, notify the Transaction Parties (including Debenture holders) at least 7 (seven) days prior to the occurrence of such Change of Control. The Trustee (acting upon instructions of the Debenture Holders as per the terms of the Debenture Trust Deed) may within 15 (fifteen) days from the date of above notice, issue a notice to the Issuer requiring it to redeem all the outstanding Debentures together with accrued Interest, and all other amounts accrued under the Transaction Documents.

Upon receipt of such notice from the Trustee, the Company shall

redeem all the Debentures and pay the principal amount, accrued

Interest and Default Interest (if applicable) within 45 (forty-five) days

from the date of the notice issued by the Trustee.

Financial Covenants The Company shall maintain a capital adequacy ratio comprising of its Tier I and Tier II Capital being not less than 15% (fifteen per cent) of its aggregate risk weighted assets in accordance with the directions prescribed by the RBI applicable to NBFC (“Minimum Capital Adequacy Ratio”). The financial covenants will be tested on a semi-annual basis on March 31 and September 30 of each Financial Year, commencing from September 30, 2020, on the stand alone financial statements of the Issuer.

In the event that there is a breach of the financial covenants, if:

(a) such breach of financial covenants is not cured within a period

of 30 (thirty) days from the date of testing of the financial

covenant; or

(b) the RBI takes any action or initiates any proceedings against the

Company which is detrimental to the rights of the Debenture

Holders under the Transaction Documents,

then the Company shall be required to mandatorily redeem all

outstanding Debentures in full within 30 days from the date of notice

from the Trustee/ Debenture Holders to the Company in this regard.

Conditions Precedent to

Disbursement

1. Constitutional documents of the Issuer

2. Credit rating letter not more than 30 days old & rating rationale

not more than 180 days old from the date of pay-in of the

Debentures;

45

3. Execution of the Transaction Documents (other than the

Debenture Trust Deed);

4. Passing of relevant board and shareholder resolutions of the

Issuer required under Applicable Law.

5. Letter of the Stock Exchange granting its in-principal approval for

the listing of the Debentures.

6. Evidence that the Issuer has entered into a tri-partite agreement

with the depository participant and the registrar to the issue of

Debentures.

7. A copy of the duly executed Information Memorandum filed with

the Stock Exchange.

8. Evidence that proper stamp duty has been paid on the relevant


Conditions Subsequent

to Disbursement

1. Board Resolution for allotment and Issue of Letter of Allotment

on the Deemed Date of Allotment

2. Execution of the Debenture Trust Deed within 60 (sixty) days

from the Deemed Date of Allotment

3. Evidence that proper stamp duty has been paid on the

Debenture Trust Deed within 60 (sixty) days from the Deemed

Date of Allotment;

4. Copy of the final listing approval from the Stock Exchange within

15 (fifteen) days of Deemed Date of Allotment.

5. Credit of Debentures to the depository accounts of the

Debenture Holders within 5 (five) Business Days from Deemed

Date of Allotment

6. Prior to the utilisation of the subscription amount but in any

event within 15 (fifteen) days from the Deemed Date of

Allotment, evidence of filing of Form PAS-3 with the relevant

Registrar of Companies in relation to the Debentures

Event of Default The following shall constitute Events of Default in relation to the

Debentures, which will be more particularly set out in the Debenture

Trust Deed: 1) Default is made in payment in respect of the Debentures

when due. 2) Breach of material terms or covenants as stipulated in the

Transaction Documents and failure to remedy the breach within 30 (thirty) days from the date when the Trustee notifies the Issuer of such breach.

3) Any representation or statement made or deemed to be made by the Issuer in the Transaction Documents or in any notice or any other document delivered by or on behalf of the Issuer under or in connection with any Transaction Document is or proves to have been materially incorrect or materially misleading when made or deemed to have been made and is not remedied within 30 (thirty) days from the date when the Trustee notifies the Issuer of such misrepresentation

46

4) The Issuer is unable or admits inability to pay its debts (or any class of them) as they fall due or suspends making payments on any of its debts (other than any moratorium provided by the RBI).

5) The Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency reorganisation, winding up or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property, other than as permitted in accordance with the Transaction Documents.

6) Any proceedings have been filed in relation to the insolvency before any Governmental Authority or any court or tribunal or a petition being presented or analogous proceeding being taken in relation to insolvency resolution, bankruptcy or insolvency including for the liquidation, winding up or dissolution of the Issuer and the same is not discharged or vacated within (a) 10 days, in case of proceedings filed under the Insolvency and Bankruptcy Code, 2016; and (b) 60 days, in case of proceedings filed under any other provision of Applicable Law.

7) Any legal proceeding or other procedure or step is taken in relation to:

i) the suspension of payments, administration,

provisional supervision or reorganisation (by

way of voluntary arrangement, scheme of

arrangement or otherwise) of the Issuer;

ii) a composition, compromise, assignment or

arrangement with any creditor of the Issuer,

including any corporate debt restructuring;

or

iii) any encumbrancer lawfully taking

possession, liquidator, judicial custodian,

receiver, administrative receiver or trustee

or any analogous officer being appointed in

respect of the whole or any part of the

property of the Issuer or an attachment,

sequestration, distress or execution (or

analogous process) being levied or enforced

upon or issued against any of the assets or

property of the Issuer, and in each case, is not discharged within 60 days from the date of such corporate action, legal proceeding, other procedure or step, as the case may be.

8) Any attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset of the Issuer and the same is not discharged within 60 days.

47

9) It is or becomes unlawful for the Issuer to perform any of its material obligations under the Transaction Documents.

10) Any material obligation of the Issuer under any Transaction Documents are not or cease to be legal, valid, binding or enforceable except for obligations mandatorily preferred by law applying to companies generally.

11) Any Transaction Document ceases to be in full force and effect or is alleged by a party to it (other than the Transaction Parties) to be ineffective except for obligations mandatorily preferred by law applying to companies generally.

12) The Issuer rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or evidences an intention to rescind or repudiate a Transaction Document.

13) The Issuer fails to pay or perform or comply with any final judgment or court order subject to a cure period of 30 days from the last date on which such payment, performance or compliance is due.

14) The Company suspends or ceases to carry on or dispose of all or a material part of its business

15) The authority or ability of the Issuer to conduct its business is limited or wholly or substantially curtailed by any seizure, compulsory acquisition, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any Governmental Authority or other person in relation to the Issuer or any of its assets and the same is not discharged within 30 (thirty) days.

16) Any material license or Authorisation required by the Issuer

to conduct its business is revoked, suspended or cancelled

and materially affects the ability of the Issuer to perform its

obligations under the Transaction Document. No Event of

Default under this Clause will occur if the relevant license or

Authorisation is obtained or renewed within 60 days of the

Issuer becoming aware of the revocation, suspension or

cancellation

17) Credit rating of the Debentures has been suspended or

withdrawn by the Credit Rating Agency.

Consequences of Event

of Default

On and at any time after the occurrence of an Event of Default, which

is continuing, the Debenture Trustee may, and shall if so directed by

the Debenture Holders as per the terms of the Debenture Trust

Deed, with their approval, take any action including but not limited

to the following:

1. may declare by a notice that the Debentures shall, become

due for redemption at the redemption amount and all

amounts in relation to the Debentures, including the

principal amount on the Debentures along with accrued but

unpaid interest, default interest and other costs, charges and

48

expenses incurred under or in connection with the

Transaction Documents, be immediately due and payable,

whereupon they shall become immediately due and

payable;

2. Appoint a Nominee Director on the Board of Directors of the

Company; upon the occurrence of: (a) 2 consecutive

defaults in payment of interest; or (b) default in redemption

of Debentures, or

Exercise any rights available under the Transaction Documents or

applicable laws.

Provisions related to

cross default clause

N.A.

Role and

responsibilities of the

Debentures Trustee

As may be agreed between the Debentures Trustee and the

Company under the Debentures Trustee Agreement and the

Debentures Trust Deed.

Governing Law and

Jurisdiction

Courts and tribunals at Mumbai.

Disclosures as per the

operating guidelines

issued by the Stock

Exchange in relation to

Electronic Book

Mechanism.

Mode of Bidding: Close Manner of Allotment: Uniform Manner of Settlement: Through Indian Clearing Corporation Limited (ICCL)

Settlement Cycle: T+1

Notes: 1. If there is any change in Coupon Rate rate pursuant to any event including elapse of certain

time period or downgrade in rating , then such new Coupon Rate and events which lead to such change should be disclosed.

2. The procedure used to decide the dates on which the payment can be made and adjusting

payment dates in response to days when payment can’t be made due to any reason like sudden bank holiday etc. should be laid down.

3. The list of documents which have been executed or will be executed in connection with the

issue and subscription of the Debentures to be annexed.

PART B: SERIES 2 TERM SHEET

In case of any inconsistencies between the terms set out in this Series 2 Term Sheet and the

Debenture Trust Deed, the terms set out in the Debenture Trust Deed shall prevail.

Security Name JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED 6.40% Maturing

September 2022

Issuer John Deere Financial India Private Limited

Type of instrument Non-convertible debentures

Nature of instrument Fully Paid Rated Listed unsecured Redeemable Non-convertible

Debentures

49

Seniority Senior

Mode of issue Private placement

Eligible Investor As set out in paragraph 7.15 in Section 7 of this Information Memorandum

Listing (including name of the Exchange where it will be listed and timeline for listing)

The Debentures shall be listed on the WDM of the Stock Exchange, within 15 (fifteen) days from the Deemed Date of Allotment.

Rating of Instrument The Credit Rating Agency has assigned ‘CRISIL AAA/Stable’ pursuant

to its credit rating letter dated June 25, 2020

Issue size Rs. 1,000,000,000 (Indian Rupees One Billion only)

Dematerialized Yes

Depository NSDL

Credit Rating Agency CRISIL LTD

Debentures Trustee Catalyst Trusteeship Limited

Listing The Debentures shall be listed on the WDM of the Stock Exchange,

within 15 days of the Deemed Date of Allotment.

Option to retain

oversubscription

amount

No

Details of utilization of

the proceeds / Objects

of the Issue


Coupon Rate 6.40% (six point four zero per cent) per annum

Step Up/Step Down

Coupon [Note 4]

As per “Coupon Step-up” and “Coupon Step-Down” below in this

Series 2 Term Sheet.

Coupon payment frequency

Annual

Coupon Period Each period of 12 (twelve) months, where the first period shall commence on the Deemed Date of Allotment; provided however that the last Interest Period shall end on the Final Redemption Date.

Coupon Payment Dates Last day of each Coupon Period for which Coupon is payable by the

Issuer, and if such last day is not a Business Day, then the Business

Day immediately succeeding such last day; provided the Coupon to

be paid shall always be calculated till such last day of the Coupon

Period. It is hereby clarified that the subsequent Coupon Payment

Date would not be disturbed merely because the Coupon Payment

Date in respect of any particular Coupon payment has been

postponed to a later date because of it having fallen on a day which

is not a Business Day.

Coupon reset process None. However, the Debentures are subject to step-up and step-

down as set out in “Coupon Step-up” below.

Coupon Step-up The Coupon will be reset prospectively, if the rating of the Company is downgraded during the tenure of the instrument.

50

The Coupon rate shall be increased by 0.25% per annum for per notch rating downgrade by the Rating Agency. If the credit rating of the Debentures downgrades to or below AA-, then Debenture Holders can exercise their right to require the Company to redeem the outstanding Debentures in full within 30 days from the date of notice in this regard to the Company.

In case, Debenture Holders do not opt for put option/ early

redemption option, the Company shall have the right to make an

early redemption within a period of 30 days. During such time the

Company shall continue to pay the increased Coupon rate.

Coupon Step-down Each notch upgrade of the credit rating by the Rating Agency (till the time such credit rating is restored up to AAA) shall reduce the Interest Rate by 0.25% (zero decimal two five per cent.) per annum from the date of such rating upgrade.

Coupon type (fixed, floating or other coupon structure)

Fixed

Day count basis Actual / actual

Interest on application money

As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application money shall not be applicable. Further, no interest on application money will be payable in case the Issue is withdrawn by the Company.

Default Interest Rate All monies due in respect of the Debentures shall, in case the same be not paid on the respective due dates, carry further interest at the rate of 2% (Two Percent) per annum, which shall be paid over and above the Coupon for the period during which such default continues.

Trading Dematerialized mode only

Tenor 26 months and 8 days from the Deemed Date of Allotment

Redemption Date September 15, 2022

Redemption Amount Rs. 1,000,000/- (Rupees One Million) per Series 2 Debenture on the

Redemption Date plus accrued Coupon if any.

Redemption

Premium/Discount

N.A.

Issue Price Rs. 1,000,000/- (Indian Rupees One Million only) per Series 2

Debenture

Discount at which security is issued and the effective yield as a result of such discount.

N.A.

Put date N.A.

Put price N.A.

51

Put option notification time

N.A.

Call date N.A.

Call price N.A.

Call Notification Time N.A.

Face Value Rs. 1,000,000/- (Indian Rupees One Million only) per Series 2 Debenture

Minimum application

and multiples of debt

securities thereafter

10 Series 2 Debentures of Rs. 1,000,000/- (Indian Rupees One Million

only) each and in multiples of 1 Series 2 Debenture thereafter

For minimum subscription of INR 1,00,00,000 (Indian Rupees One

Crore):

(iii) Minimum application – 10 (ten) Series 2 Debentures

(iv) Multiples thereafter – 1 (one) Series 2 Debenture

Issue Timings Issue Opening Date – July 6, 2020

Issue Closing Date – July 6, 2020

Pay-in Date – July 7, 2020 (T+1 settlement)

Deemed Date of Allotment – July 7, 2020

Issuance mode of the Instrument

Demat

Trading mode of the Instrument

Demat

Settlement mode of the

instrument

All payments must be made through cheque(s) / demand draft(s) /

transfers / SWIFT / RTGS.

Depository NSDL / CDSL

Business Day Convention Note 5

In case any interest payment falls on a day which is not a Business Day, then the payment to be made on such interest payment date shall be made on the immediately succeeding Business Day. However, the interest amount to be paid and the dates for calculation of interest will not be adjusted for such change in dates due to the holiday. It is hereby clarified, the subsequent coupon schedule would 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 day which is not a Business Day. In case any principal payment falls on a day which is not a Business Day, then such repayment (including interest payment) will be made on the immediately preceding Business Day.

Record date 15 days

prior to each Interest

Payment/ Put Date/ Call

Date/ Redemption Date

In relation to any Due Date, the day falling 15 (Fifteen) Days prior to

such Due Date. It is clarified that the Record Date shall be

determined by excluding the relevant Due Date and including the

15th Day prior to the Due Date.

To illustrate, if the relevant Due Date is on the 20th of a month, the

Record Date would be on the 5th of that month. In addition, it is

clarified that the Record Date will always be determined with

52

reference to the original Due Date irrespective of whether the

original Due Date falls on a Business Day or not.

Security including

description, type of

security, type of charge,

likely date of creation of

security, minimum

security cover,

revaluation,

replacement of security

Unsecured


[Note 6]

This Information Memorandum, the Debenture Trust Deed, the

Debenture Trustee Agreement and such other documents as more

particularly to be listed in the Debenture Trust Deed.

Change of Control “Change of Control” means, at any time (a) Deere & Company, ceases to jointly and severally, directly or

indirectly, (i) legally and beneficially hold at least 51% (fifty one per cent) of the fully paid-up equity share capital and voting rights of John Deere India Private Limited (on a fully diluted basis); or (ii) Control John Deere India Private Limited; or

(b) John Deere India Private Limited, ceases to jointly and severally,

directly or indirectly, (i) legally and beneficially hold at least 51% (fifty one per cent) of the fully paid-up equity share capital and voting rights of the Issuer (on a fully diluted basis); or (ii) Control the Company; or

(c) “John Deere” ceases to form part of the name of the Company. If a Change of Control is reasonably likely to occur, then the Company shall, subject to Applicable Law, notify the Transaction Parties (including Debenture holders) at least 7 (seven) days prior to the occurrence of such Change of Control. The Trustee (acting upon instructions of the Debenture Holders as per the terms of the Debenture Trust Deed) may within 15 (fifteen) days from the date of above notice, issue a notice to the Issuer requiring it to redeem all the outstanding Debentures together with accrued Interest, and all other amounts accrued under the Transaction Documents.

Upon receipt of such notice from the Trustee, the Company shall

redeem all the Debentures and pay the principal amount, accrued

Interest and Default Interest (if applicable) within 45 (forty-five) days

from the date of the notice issued by the Trustee.

Financial Covenants The Company shall maintain a capital adequacy ratio comprising of its Tier I and Tier II Capital being not less than 15% (fifteen per cent) of its aggregate risk weighted assets in accordance with the

53

directions prescribed by the RBI applicable to NBFC (“Minimum Capital Adequacy Ratio”). The financial covenants will be tested on a semi-annual basis on March 31 and September 30 of each Financial Year, commencing from September 30, 2020, on the stand alone financial statements of the Issuer.

In the event that there is a breach of the financial covenants, if:

(a) such breach of financial covenants is not cured within a period

of 30 (thirty) days from the date of testing of the financial

covenant; or

(b) the RBI takes any action or initiates any proceedings against the

Company which is detrimental to the rights of the Debenture

Holders under the Transaction Documents,

then the Company shall be required to mandatorily redeem all

outstanding Debentures in full within 30 days from the date of notice

from the Trustee/ Debenture Holders to the Company in this regard.

Conditions Precedent to

Disbursement

1. Constitutional documents of the Issuer

2. Credit rating letter not more than 30 days old & rating rationale

not more than 180 days old from the date of pay-in of the

Debentures;

3. Execution of the Transaction Documents (other than the

Debenture Trust Deed);

4. Passing of relevant board and shareholder resolutions of the

Issuer required under Applicable Law.

5. Letter of the Stock Exchange granting its in-principal approval for

the listing of the Debentures.

6. Evidence that the Issuer has entered into a tri-partite agreement

with the depository participant and the registrar to the issue of

Debentures.

7. A copy of the duly executed Information Memorandum filed with

the Stock Exchange.

8. Evidence that proper stamp duty has been paid on the relevant


Conditions Subsequent

to Disbursement

1. Board Resolution for allotment and Issue of Letter of

Allotment on the Deemed Date of Allotment

2. Execution of the Debenture Trust Deed within 60 (sixty) days

from the Deemed Date of Allotment

3. Evidence that proper stamp duty has been paid on the

Debenture Trust Deed within 60 (sixty) days from the Deemed

Date of Allotment;

4. Copy of the final listing approval from the Stock Exchange within

15 (fifteen) days of Deemed Date of Allotment.

5. Credit of Debentures to the depository accounts of the

Debenture Holders within 5 (five) Business Days from Deemed

54

Date of Allotment

6. Prior to the utilisation of the subscription amount but in any

event within 15 (fifteen) days from the Deemed Date of

Allotment, evidence of filing of Form PAS-3 with the relevant

Registrar of Companies in relation to the Debentures

Event of Default The following shall constitute Events of Default in relation to the

Debentures, which will be more particularly set out in the Debenture

Trust Deed: 1) Default is made in payment in respect of the Debentures

when due. 2) Breach of material terms or covenants as stipulated in the

Transaction Documents and failure to remedy the breach within 30 (thirty) days from the date when the Trustee notifies the Issuer of such breach.

3) Any representation or statement made or deemed to be made by the Issuer in the Transaction Documents or in any notice or any other document delivered by or on behalf of the Issuer under or in connection with any Transaction Document is or proves to have been materially incorrect or materially misleading when made or deemed to have been made and is not remedied within 30 (thirty) days from the date when the Trustee notifies the Issuer of such misrepresentation

4) The Issuer is unable or admits inability to pay its debts (or any class of them) as they fall due or suspends making payments on any of its debts (other than any moratorium provided by the RBI).

5) The Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency reorganisation, winding up or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property, other than as permitted in accordance with the Transaction Documents.

6) Any proceedings have been filed in relation to the insolvency before any Governmental Authority or any court or tribunal or a petition being presented or analogous proceeding being taken in relation to insolvency resolution, bankruptcy or insolvency including for the liquidation, winding up or dissolution of the Issuer and the same is not discharged or vacated within (a) 10 days, in case of proceedings filed under the Insolvency and Bankruptcy Code, 2016; and (b) 60 days, in case of proceedings filed under any other provision of Applicable Law.

7) Any legal proceeding or other procedure or step is taken in relation to:

iv) the suspension of payments, administration,

provisional supervision or reorganisation (by

55

way of voluntary arrangement, scheme of

arrangement or otherwise) of the Issuer;

v) a composition, compromise, assignment or

arrangement with any creditor of the Issuer,

including any corporate debt restructuring;

or

vi) any encumbrancer lawfully taking

possession, liquidator, judicial custodian,

receiver, administrative receiver or trustee

or any analogous officer being appointed in

respect of the whole or any part of the

property of the Issuer or an attachment,

sequestration, distress or execution (or

analogous process) being levied or enforced

upon or issued against any of the assets or

property of the Issuer, and in each case, is not discharged within 60 days from the date of such corporate action, legal proceeding, other procedure or step, as the case may be.

8) Any attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset of the Issuer and the same is not discharged within 60 days.

9) It is or becomes unlawful for the Issuer to perform any of its material obligations under the Transaction Documents.

10) Any material obligation of the Issuer under any Transaction Documents are not or cease to be legal, valid, binding or enforceable except for obligations mandatorily preferred by law applying to companies generally.

11) Any Transaction Document ceases to be in full force and effect or is alleged by a party to it (other than the Transaction Parties) to be ineffective except for obligations mandatorily preferred by law applying to companies generally.

12) The Issuer rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or evidences an intention to rescind or repudiate a Transaction Document.

13) The Issuer fails to pay or perform or comply with any final judgment or court order subject to a cure period of 30 days from the last date on which such payment, performance or compliance is due.

14) The Company suspends or ceases to carry on or dispose of all or a material part of its business

15) The authority or ability of the Issuer to conduct its business is limited or wholly or substantially curtailed by any seizure, compulsory acquisition, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any Governmental Authority or other person in relation to the Issuer or any of its assets and the same is not discharged within 30 (thirty) days.

56

16) Any material license or Authorisation required by the Issuer

to conduct its business is revoked, suspended or cancelled

and materially affects the ability of the Issuer to perform its

obligations under the Transaction Document. No Event of

Default under this Clause will occur if the relevant license or

Authorisation is obtained or renewed within 60 days of the

Issuer becoming aware of the revocation, suspension or

cancellation.

17) Credit rating of the Debentures has been suspended or

withdrawn by the Credit Rating Agency.

Consequences of Event

of Default

On and at any time after the occurrence of an Event of Default, which

is continuing, the Debenture Trustee may, and shall if so directed by

the Debenture Holders as per the terms of the Debenture Trust

Deed, with their approval, take any action including but not limited

to the following:

1. may declare by a notice that the Debentures shall, become

due for redemption at the redemption amount and all

amounts in relation to the Debentures, including the

principal amount on the Debentures along with accrued but

unpaid interest, default interest and other costs, charges and

expenses incurred under or in connection with the

Transaction Documents, be immediately due and payable,

whereupon they shall become immediately due and

payable;

2. Appoint a Nominee Director on the Board of Directors of the

Company; upon the occurrence of: (a) 2 consecutive

defaults in payment of interest; or (b) default in redemption

of Debentures, or

3. Exercise any rights available under the Transaction

Documents or applicable laws.

Provisions related to

cross default clause

N.A.

Role and

responsibilities of the

Debentures Trustee

As may be agreed between the Debentures Trustee and the

Company under the Debentures Trustee Agreement and the

Debentures Trust Deed.

Governing Law and

Jurisdiction

Courts and tribunals at Mumbai.

Disclosures as per the

operating guidelines

issued by the Stock

Exchange in relation to

Electronic Book

Mechanism.

Mode of Bidding: Close Manner of Allotment: Uniform Manner of Settlement: Through Indian Clearing Corporation Limited (ICCL)

Settlement Cycle: T+1

57

Notes: 4. If there is any change in Coupon Rate rate pursuant to any event including elapse of certain

time period or downgrade in rating , then such new Coupon Rate and events which lead to such change should be disclosed.

5. The procedure used to decide the dates on which the payment can be made and adjusting

payment dates in response to days when payment can’t be made due to any reason like sudden bank holiday etc. should be laid down.

6. The list of documents which have been executed or will be executed in connection with the

issue and subscription of the Debentures to be annexed.

58

ANNEXURE II: RATING LETTER & RATING RATIONALE

Attached seperately

59

ANNEXURE III: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

Attached seperately

60

ANNEXURE IV: APPLICATION FORM

JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED

CIN: U65923PN2011PTC141149

Date of Incorporation: 21/10/2011

Registered Office: Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013

Telephone No.: 020 6642 5000

Website: [●]

DEBENTURE APPLICATION FORM SERIAL NO. - - - - - - - -

Issue of [●] Fully Paid Rated Listed Unsecured Redeemable Non-convertible Debentures of face value of Rs. [●] each, aggregating up to Rs. [●] on a private placement basis (the “Issue”).

DEBENTURE APPLIED FOR:

Number of Debentures: [●] In words: [●] Amount Rs. [●] In words Rupees: [●]

DETAILS OF PAYMENT:

Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to Dated ____________ Total Amount Enclosed (In Figures) Rs._/-_ (In words) _Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S EMAIL ID:

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in the Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the Register of Debenture Holders.

61

Name of the Authorised Signatory(ies)

Designation Signature

Applicant’s Signature:

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL /CDSL

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Information Memorandum is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, the other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any representations made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Debentures, ii) we must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

Applicant’s Signature

62

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note: Cheque and Drafts are subject to realisation)

------------------------------------------------- (TEAR HERE) -------------------------------------------- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. - - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of

63

ANNEXURE V: ILLUSTRATION OF DEBENTURE CASH FLOWS

Series 1 Debentures

Tranche Pay-in

Date Pay-in Amount

(INR)

Coupon Coupon

Dates

Coupon

Payment

Dates

No. of

Coupon

Days

Actual

days

Coupon

Amount

(INR)

Principal 07-Jul-

2020 2,000,000,000 1st Coupon

07-Jul-

2021

07-Jul-

2021 365 365 124,000,000

Tranche Pay-out

Date

Pay-out

Amount (INR) 2nd Coupon 15-Sep-21 15-Sep-21 70 70 23,780,822

Principal 15-Sep-

2021 2,000,000,000

Total Coupon

147,780,822

Series 2 Debentures

Tranche Pay-in

Date Pay-in Amount

(INR)

Coupon Coupon

Dates

Coupon

Payment

Dates

No. of

Coupon

Days

Actual

days

Coupon

Amount

(INR)

Principal 07-Jul-

2020 1,000,000,000 1st Coupon

07-Jul-

2021

07-Jul-

2021 365 365 64,000,000

2nd Coupon 07-Jul-22 07-Jul-22 365 365 64,000,000

Tranche Pay-out

Date

Pay-out

Amount (INR) 3rd Coupon 15-Sep-22 15-Sep-22 70 70 12,273,973

Principal 15-Sep-

2022 1,000,000,000

Total

Coupon

140,273,973

*In case any Interest Payment Date (in the below illustration) falls on a day which is not a Business Day, the payment of Interest to be made on such Interest Payment Date shall be made on the immediately succeeding Business Day. When the Redemption Date falls on a day which is not a Business Day, the payment of the Redemption Amount (including any Interest due and payable on the same day) to be made of such Redemption Date shall be made on the immediately preceding Business Day.

64

ANNEXURE VI: FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER

Pursuant to Section 42 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014

Note: This Form No PAS-4 prepared in accordance with the Companies (Prospectus and Allotment of Securities) Rules, 2014 is to be read in conjunction with SECTION 5:(Regulatory Disclosures) of the Information Memorandum and shall together constitute the “Information Memorandum”

Issue of (a) 2,000 (two thousand) fully paid rated listed unsecured redeemable non-convertible debentures of face value of Rs. 1,000,000 (Indian Rupees One Million only) each, aggregating up to Rs. 2,000,000,000 (Indian Rupees Two Billion only) (“Series 1 Debentures”); and (b) 1,000 (one thousand) fully paid rated listed unsecured redeemable non-convertible debentures of face value of Rs. 1,000,000 (Indian Rupees One Million only) each, aggregating up to Rs. 1,000,000,000 (Indian Rupees One Billion only) (“Series 2 Debentures”, and collectively with the Series 1 Debentures, the “Debentures”) on a private placement basis (the “Issue”).

General Information:

(a) Name , address, website and other contact details of the Company, indicating both registered office and the corporate office:

Issuer / Company : John Deere Financial India Private Limited

Registered Office : Tower 14, Magarpatta City, Hadapsar, Pune (MH) - 411013

Corporate Office : Level 2, Tower 15, Magarpatta City, Hadapsar, Pune (MH) - 411013

CIN : U65923PN2011PTC141149

Contact Person : Miss Vaishnavi Suratwala

Email : [email protected]

(b) Date of Incorporation of the Company: 21/10/2011.

(c) Business carried on by the Company and its subsidiaries with the details of branches or units, if any: Non-Banking Finance Company into business of asset financing having 18 branches across the geography in India.

(d) Brief particulars of the management of the Company: The management of the company comprises of three members out of which one being a representative of off shore parent company. Overall experience of all Board members with John Deere has been for more than 10 years.

(e) Name, address, DIN and occupations of the directors:

65

S. No.

Name & Designation

Residential Address DIN Occupation

1 Abhay Dhokte S.N.25/1 A AND 26/1 ACOLADE, A2/603 KHARADI BYPASS, KHARADI, DUKIRKLINE PUNE 411014 MH IN

08481252 Managing Director

2 Ajit Jain Flat 602, Building D/1, Bramha Suncity, Vadgaonsheri Pune 411014 MH IN

07021106 Director

3 Felix Frie 95 Grange Road #05-11 Grange Residences Singapore 249616 SG

07989974 Director

4 Manish Phalke S.NO.-25, FLAT NO.25 ATUL PARK HOUSING SOCIETY, HINGNE KHURD SINHAGAD ROAD NEAR SARASWATI SUPER MARKET, A PUNE 411051 MH IN

08501967 Director


Flat No12, Sayali Terraces, Plot No-94,Aanand Park, ITI Road Opposite Fab India, Sanewadi Aundh, Pune City Gane Pune 411007 MH IN

08738193 Additional Director

(f) Management’s perception of Risk Factors:

As provided for in SECTION 3: ( RISK FACTORS) of this Information Memorandum.

(g) Details of defaults, if any, including the amounts involved, duration of default, and present status, in repayment of:

(i) Statutory Dues: NIL

(ii) Debenture and interest thereon: NIL

(iii) Deposits and interest thereon: NIL

(iv) Loans from banks and financial institutions and interest thereon: NIL

(h) Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:

Name: Miss Vaishnavi Suratwala

Designation: Company Secretary and Compliance Officer

Address: 22/21 A, Hasmukh Smruti, NIBM Road, Kondhwa Khurd, Pune 411048 MH IN

Phone No.: +91 73507 70515

Email: [email protected]

Any default in annual filing of the Company under the Companies Act or the rules made thereunder:

66

NA

Particulars of the Offer:

Financial position of the Company for the last 3 financial years

Please refer to page 16 of this Information Memorandum.

Date of passing of Board Resolution

June 19, 2020

Date of passing of resolution in Extra-ordinary general meeting, authorizing the offer of securities

March 13, 2020

Kind of securities offered and class of security

Fully Paid Senior, Rated Listed Unsecured Redeemable Non-Convertible Debentures.

Price at which the security is being offered, including premium if any, along with justification of the price

Rs. 10,00,000 per Debenture.

Name and address of the valuer who performed valuation of the security offered and basis on which the price has been arrived at along with report of the registered valuer

N.A.

Relevant date with reference to which the price has been arrived at

Relevant date means a date at least thirty days prior to the date on which the general meeting of the Company is scheduled to be held.

N.A.

The class or classes of persons to whom the allotment is proposed to be made

List of Eligible Investors as set out in paragraph 7.15 of Section 7 (Other information and Issue procedure) of this Information Memorandum.

Intention of promoters, directors or key managerial personnel to subscribe to the offer (applicable in case they

N.A.

67

intend to subscribe to the offer)

The proposed time within which the allotment shall be completed

Issue Opening Date: July 6, 2020 Issue Closing Date: July 6, 2020 Pay-in Date: July 7, 2020 Deemed Date of Allotment: July 7, 2020

The names of proposed allottees and the percentage of post private placement capital that may be held by them

N.A.

The change in control, if any, in the Company, that would occur consequent to the private placement

N.A.

The number of persons to

whom allotment on

preferential basis/private

placement/rights issue has

been made during the year, in

terms of number of securities

as well as price

Two (2)

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

N.A.

Amount, which the Company intends to raise by way of securities

Series 1 Debentures: Up to Rs. 2,000,000,000 (Indian Rupees Two Billion only). Series 2 Debentures: Up to 1,000,000,000 (Indian Rupees One Billion only).

Terms of raising of securities: Series 1 Debentures: Please refer to the Series 1 Term Sheet in Part A of Annexure I of this Information Memorandum. Series 2 Debentures: Please refer to the Series 2 Term Sheet in Part B of Annexure I of this Information Memorandum.

68

Proposed time schedule for which the Issue/offer letter cum application letter is valid

The Issue shall open on July 6, 2020 and shall close on July 6, 2020.

Purpose and objects of the Issue/Offer


Contribution being made by the Promoters or directors either as part of the offer or separately in furtherance of such objects

N.A.

Principal terms of assets charged as security, if applicable

Unsecured

The 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

The pre-issue and post-issue shareholding pattern of the Company

S.N

o.

Category Pre-issue Post-issue

No. of

shares

held

% of

shareho

lding

No.

of

share

s held

% of

shareho

lding

A. Promoters’

holding

Nil Nil Nil Nil

1. Indian

Individual

Bodies

Corporate

Sub-total

2. Foreign

promoters

Sub-total

(A)

Nil Nil Nil Nil

B. Non-

promoters’

holding

1. Institutional

investors

2. Non-

institutional

investors

69

Private

corporate

bodies

3,93,9

00,000

100% 393,9

00,00

0

100%

Directors

and

relatives

Indian

public

Others

including

non-

resident

Indians

(NRIs)

Sub-total

(B)

393,90

0,000

100% 393,9

00,00

0

100%

GRAND

TOTAL

393,90

0,000

100% 393,9

00,00

0

100%

Mode of payment for subscription

• Cheque

• Demand draft

• Other banking

channels

Other banking channels (Electronic Fund Transfer)

Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/ Issue and the effect of such interest in so far as it is different from the interests of other persons

NIL

Details of any litigation or legal action pending or taken by any

NIL

70

Ministry or Department of the Government or a statutory authority against any promoter of the Company during the last 3 (three) years immediately preceding the year of the circulation of this Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Remuneration of directors (during the current year and last 3 (three) financial years)

Key Managerial

Personnel

As on 31st March 2020

(INR in Millions)


(INR in Millions)


(INR in Millions)

Key Managerial

Personnel

20.53 20.40 17.89

****-Remuneration paid by holding

companies

Related party transactions entered during the last 3 (three) financial years immediately preceding the year of circulation of this Information Memorandum including with regard to loans made or, guarantees given or securities provided

As per ANNEXURE VII: RELATED PARTY TRANSACTIONS

Summary of reservations or qualifications or adverse remarks of auditors in the last 5

N.A.

Year Reservations or

qualifications or

adverse remarks of

Corrective steps taken

and proposed to be

taken

71

(five) financial years immediately preceding the year of circulation of this Information Memorandum 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

auditors

2019-20

NIL

NIL

NIL

NIL

2018-19

2017-18

2016-17

2015-16

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last 3 (three) years immediately preceding the year of circulation of the Information Memorandum in the case of the Company and all of its subsidiaries. Also if there were any were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last 3 (three) years immediately preceding the year of this Information Memorandum and if so, section-wise details thereof for

N.A.

Year Details of any inquiry,

inspections or

investigations initiated or

conducted

Details of any prosecutions filed

(whether pending or not) fines

imposed, compounding of offences

2019-20

NIL

NIL

2018-19

2017-18

72

the Company and all of its subsidiaries

Details of acts of material frauds committed against the Company in the last 3 (three) years, if any, and if so, the action taken by the Company

NIL

Financial Position of the Company:

The capital structure of the company in the following manner in a tabular form:

The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value)

Share Capital

Amount (INR)

Number of shares

Description/ Nature of

shares

Authorized share capital

8,000,000,000 800,000,000 Fully Paid Equity Shares

Issued, subscribed and paid-up share capital


Paid up capital after the present Issue


Size of the Present Offer Series 1 Debentures: Up to 2,000 Debentures of INR 1,000,000 each aggregating to up to Rs. 2,000,000,000. Series 2 Debentures: Upto 1,000 Debentures of INR 1,000,000 each aggregating to up to up to Rs. 1,000,000,000..

Paid-up Capital:

a. After the offer:

b. After the conversion of Convertible Instruments (if applicable)

Particulars INR

After the offer 3,939,000,000.00

After conversion of convertible instruments, if applicable

NA

Share Premium Account:

73

a. Before the offer:

b. After the offer:

Before the Offer: INR 16,500,000/-

After the Offer: INR 16,500,000/-

Details of the existing share capital of the Issuer:

Sl. No Date of

Allotment No of Shares

Allotted (Equity)

Face Value

of Each Share

Price / Consideration

(Total Amount)

Form of Consideration

1 19-Dec-11 2,000,000 10 20,000,000 Cash

2 31-Jan-12 38,000,000 10 380,000,000 Cash

3 15-Apr-13 40,000,000 10 400,000,000 Cash

4 22-Aug-

13 40,000,000 10 400,000,000

Cash

5 22-Oct-13 30,000,000 10 300,000,000 Cash

6 1-Jan-14 40,000,000 10 400,000,000 Cash

7 16-Apr-14 40,000,000 10 400,000,000 Cash

8 18-Jun-14 40,000,000 10 400,000,000 Cash

9 19-Aug-

14 23,900,000 10 239,000,000

Cash

10 17-Mar-

19 50,000,000 10 500,000,000 Cash

11 27-Feb-20 50,000,000 10 516,500,000 Cash

Sl. No Date of

Allotment

No of Shares Allotted

(Preference)

Face Value

of Each Share

Price / Consideration

(Total Amount)

Form of Consideration

N.A.

Details of allotments made by the Company in the last one year prior to the date of this Information Memorandum for consideration other than cash and details of the consideration in each case.

NIL

74

Profits of the Company, before and after making provision for tax, for the 3 (three) financial years immediately preceding the date of circulation of this Information Memorandum

Financial Year

Profits before making provision for tax (INR in Millions)

Profits after making provision for tax (INR in Millions)

2019-20 339.00 253.79

2018-19 305.39 223.96

2017-18 162.80 81.52

Dividends declared by the Company in respect of the said 3 (three) financial years; interest coverage ratio for last three years (cash profit after tax plus interest paid/interest paid)

Dividends declared: NIL Interest Coverage Ratio for last three years as below : 31st March, 2020 – 1.24 31st March, 2019 – 1.30 31st March, 2018 – 1.27

A summary of the financial position of the Company as in the 3 (three) audited balance sheets immediately preceding the date of circulation of this Information Memorandum

Financial

Parameters

As on

31st March,

2020*

(INR in

Millions)

As on

31st March,

2019

(INR in

Millions)

As on

31st March,

2018

(INR in

Millions)

Share Capital 3,939.00 3,439.00 2,939.00

Reserves and

Surplus

841.72 367.42 143.46

Borrowings 19,462.76 13,468.00 8,746.00

Investments Nil Nil Nil

Revenue from

Operations

3,227.80 2,300.89 1,517.31

Profit/ (Loss)

before Tax

339.00 305.39 162.80

Profit after Tax 253.79 223.96 81.52

Earnings Per Share

Basic

Diluted

0.73

0.73

0.76

0.76

0.28

0.28

*Note: Please note that the audited financial statements of the Company for the financial year ending March 31, 2020 are yet to be

75

placed before the annual general meeting of the Company to be held on July 20, 2020.

Audited Cash Flow Statement for the 3 (three) years immediately preceding the date of circulation of this Information Memorandum

As per ANNEXURE VIII: CASH FLOW STATEMENT

Any change in accounting policies during the last 3 (three) years and their effect on the profits and the reserves of the Company

No

76

ANNEXURE VII RELATED PARTY TRANSACTIONS

Attached with financial statements

77

ANNEXURE VIII CASH FLOW STATEMENT

Attached with financial statements

78

ANNEXURE IX CORPORATE STRUCTURE/ ORGANISATION STRUCTURE

79

ANNEXURE X

MATERIAL CONTRACTS

NA

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DECLARATION

(To be provided by the Directors)

(a) The Company has complied with the provisions of the Companies Act 2013 and the rules made thereunder;

(b) The compliance with the Companies Act, 2013 and the rules does 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 Issue shall be used only for the purposes and objects indicated in this Information Memorandum cum application letter;

I am authorized by the Board of Directors of the Company vide resolution dated June 19, 2020 to sign this form 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 form and in the attachments thereto is true, correct and complete and no information material to the subject matter of the 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 form.

For John Deere Financial India Private Limited

_____________________ Director 08501967 Name: Manish Phalke Place: Pune Date: July 2, 2020 Enclosed Copy of Board Resolution Copy of Shareholders Resolution

ak53323

Stamp

hv24549

Stamp

No. Investors INFORMATION MEMORANDUM Private ... · JOHN DEERE FINANCIAL INDIA PRIVATE LIMITED...

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