SERIES 3 AIR INDIA ASSETS HOLDING LIMITED PRIVATE … · SEPTEMBER 02 2015 SECURITIES AND EXCHANGE...

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SERIES 3

AIR INDIA ASSETS HOLDING LIMITED (A Government of India undertaking)

Indian Airlines Bldg, 113, Gurudwara Rakabganj Road, New Delhi North East 110001 CIN: U74999DL2018GOI328865

Tel: 011-2342 2000; E-mail: [email protected] ; Website: www.aiahl.in

PRIVATE PLACEMENT OF GOVERNMENT OF INDIA GUARANTEED, REDEEMABLE, UNSECURED, TAXABLE, NON-

CONVERTIBLE DEBENTURES OF FACE VALUE OF Rs. 10 LAKH EACH (“BONDS”) AT PAR AGGREGATING TO TOTAL ISSUE SIZE

NOT EXCEEDING RS 8,064 CRORE WITH A BASE ISSUE SIZE OF RS. 1,000 CRORE AND AN OPTION TO RETAIN

OVERSUBSCRIPTION UPTO RS. 7,064 CRORE BY AIR INDIA ASSETS HOLDING LIMITED (“AIAHL” OR “ISSUER”)

GENERAL RISK

For taking an investment decision, investors must rely on their own examination of the Issue and the Disclosure Document including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.

CREDIT RATING

The Bonds proposed to be issued by the Issuer have been assigned a rating of “[ICRA] AAA(CE) (Stable)” by ICRA Limited vide its letter dated September 23, 2019 and “Provisional IND AAA (CE)/Stable” by India Ratings and Research Private Limited vide its letter dated September 25, 2019. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agency and should be evaluated independently of any other ratings. Please refer to Annexure I and Annexure II for rating letters for the above ratings.

LISTING

The Bonds are proposed to be listed on the Debt segment of BSE. The Designated stock exchange for purpose of this issue

will be BSE.

Bid Open/ Bid Close on Issue Open/ Issue Close on Deemed Date of Allotment Pay in Date

October 17, 2019 October 17, 2019 October 22, 2019 October 22, 2019

The Issuer reserves its sole and absolute right to modify (pre -pone/ postpone) the above issue schedule without giving any reasons or prior notice. The Issuer also reserves its sole and absolute right to change the Deemed Date of Allotment/Pay in date of the above issue without giving any reasons or prior notice.

Sole Advisor Trustee of the Issue Legal Advisor Registrar to the Issue

SBI Capital Markets

Limited 202, Maker Tower ‘E’, Cuffe Parade, Mumbai

400 005 Tel: 022 22178300 Fax: 022 2218 8332

Email: [email protected] Website:

www.sbicaps.com

IDBI Trusteeship Services Limited, Ground Floor,

Asian Building, 17, R Kamani Rd, Ballard Estate,

Fort, Mumbai, Maharashtra 400001 Tel: 022 4080 7000

E-Mail: [email protected]

Website: www.idbitrustee.com

MV KINI & Co. KINI HOUSE, 1st Floor,

261/263, Near Citibank, D.N. Road, Fort- Mumbai 400 001 Tel: (91)22 61 2527/28/29;

Fax:(91) 222 261 2530 E-Mail: [email protected] Website: www.mvkini.com

Karvy Fintech Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad -

500 032 Tel: 020-61491626

E-Mail: [email protected]

Website: www.karvyfintech.com

Private & Confidential – For Private Circulation Only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document is prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended from time to time.

Dated: [•]

mailto:[email protected]

http://www.aiahl.in/


http://www.sbicaps.com/


http://www.idbitrustee.com/


http://www.mvkini.com/


http://www.karvyfintech.com/

https://www.karvyfintech.com/

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(THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS DISCLOSURE DOCUMENT IS PREPARED AND ISSUED 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 BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013) AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2014-15/25/539 DATED MARCH 24, 2015 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2016 ISSUED VIDE CIRCULAR NO SEBI/LAD-NRO/GN/2016-17/004. DATED 25 MAY 2016 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2018 ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2018/42 DATED 9 OCTOBER, 2018 AND SEBI CIRCULAR NO. CIR/IMD/DF-1/122/2016 DATED NOVEMBER 11, 2016, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2019 No. SEBI/LAD-NRO/GN/2019/13 DATED MAY 07, 2019 AND 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 SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENT) REGULATIONS, 2019 No. SEBI/ LAD-NRO/GN/2019/12 DATED MAY 07, 2019 AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AND SEBI CIRCULAR NO. SEBI/ HO/ MIRSD/ DOS3/CIR/P/2019/68 DATED MAY 27,2019. THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AS PER SEBI CIRCULAR JANUARY 05, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/05, AND SEBI CIRCULAR DATED AUGUST 16, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/122, EACH AS AMENDED (“SEBI EBP CIRCULARS”), READ WITH THE UPDATED OPERATIONAL GUIDELINES “FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH AN “ELECTRONIC BIDDING PLATFORM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS” ISSUED BY THE BSE VIDE THEIR CIRCULAR NUMBER SEBI/HO/DDHS/CIR/P/2018/05 DATED JANUARY 05, 2018 (“BSE EBP GUIDELINES”), AS APPLICABLE. THE BSE EBP GUIDELINES SHALL HEREINAFTER BE REFERRED TO AS THE “OPERATIONAL GUIDELINES”. THE ISSUER INTENDS TO USE THE BSE BID BOND PLATFORM FOR THIS ISSUE.

PRIVATE & CONFIDENTIAL – FOR ADDRESSEE ONLY

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INDEX PAGE NO. 1 DEFINITIONS/ABBREVIATIONS 5

2 DISCLAIMER(S) 7

A ISSUER INFORMATION 12

B BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 14

(i) OVERVIEW 14

(ii) CORPORATE STRUCTURE 15

(iii) KEY OPERATIONAL & FINANCIAL PARAMETERS FOR PERIOD ENDED MARCH 31, 2019 ON STANDALONE BASIS

15

(iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS

16

C BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

16

(i) MILESTONES ACHIEVED BY THE COMPANY SINCE INCORPORATION 16

(ii) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER ENDED MARCH 31, 2019

16

(iii) CHANGES IN ITS CAPITAL STRUCTURE FOR PERIOD ENDED MARCH 31, 2019

17

(iv) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY 17

(v) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 17

(vi) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR

17

D DETAILS OF THE SHAREHOLDING OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019 17

(i) SHAREHOLDING PATTERN OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019

17

(ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019

17

E DETAILS REGARDING THE DIRECTORS OF THE COMPANY 18

(i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY 18

(ii) DETAILS OF CHANGE IN DIRECTORS SINCE INCORPORATION 19

F DETAILS REGARDING THE AUDITORS OF THE COMPANY 20

(i) DETAILS OF THE STATUTORY AUDITORS OF THE COMPANY 20

(ii) DETAILS OF CHANGE IN AUDITORS SINCE INCORPORATION 20

G DETAILS OF BORROWINGS OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019 20

(i) DETAILS OF LOANS OUTSTANDING 20

(a) DETAILS OF SECURED LOAN FACILITIES 20

(b) DETAILS OF UNSECURED LOAN FACILITIES 20

(ii) DETAILS OF NCDS 21

(iii) LIST OF TOP 10 DEBENTURE HOLDERS 21

(iv)

THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED.

21

(v) DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING FOR PERIOD ENDED MARCH 31, 2019

21

(vi) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES/PREFERENCE SHARES

22

(vii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND

22

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OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, SINCE INCORPORATION

(viii)

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

22

H DETAILS OF PROMOTERS OF THE COMPANY 22

DETAILS OF PROMOTER HOLDING IN THE COMPANY FOR PERIOD ENDED MARCH 31, 2019

22

I ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR F.Y 2018-19 AND AUDITOR QUALIFICATIONS

22

J

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

23

K

THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES

23

L 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

24

M THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT/LETTER WITH SIMILAR INTENT

24

N COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE 24

O NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE

24

P OTHER DETAILS 24

Q PROCEDURE FOR APPLYING FOR DEMAT FACILITY 27

R HOW TO APPLY 27

S SUMMARY TERM SHEET: ISSUE DETAILS 30

T DISCLOSURE OF CASH FLOWS 40

U

TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

40

V MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER 52

W FORM NO. PAS - 4 53

X DECLARATION 73

Y ANNEXURES

1. Rating Letter 76

2. Rating Rationale 83

3. Debenture Trustee Consent Letter 97

4. R & T Agent Consent Letter 100

5. In-principal Approval – BSE 101

6. Board Resolution 102

7. Shareholder Resolution 106

8. Standalone Annual Accounts since incorporation 107

9. The meeting of Ministry of Finance, Department of Economic Affairs -Budget Division held on September 07, 2018 recorded in the Office

119

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memorandum dated September 19, 2018

10. Letter of Assurance and Deed of Guarantee cum Indemnity 124

11. Escrow Agreement 138

1. DEFINITIONS/ABBREVIATIONS

“Air India Assets Holding Limited”/ “AIAHL” / “Company”/ “Issuer” /Special Purpose Vehicle “SPV”

Air India Assets Holding Limited, a Union Government company registered under the provisions of the Companies Act, 2013.

AIL Air India Limited

AISAM Air India Specific Alternative Mechanism

Allotment/ Allot/ Allotted

The issue and allotment of the Debentures to successful Applicants in relation to the Issue

Application An application to subscribe to the Debentures offered pursuant to the Issue by submission of a valid Application Form and payment of the Application Money by any of the modes as prescribed under this Offer Document.

Application Form The form in terms of which the Eligible Investors shall make an offer to subscribe to the Debentures and which will be considered as the Application for Allotment of Debentures in terms of this Offer Document.

Application Money The aggregate value of the Debentures applied for, as indicated in the Application Form for the Issue.

Articles The articles of association of the Issuer.

Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause(a) of sub-section (1) of Section2 of the Depositories Act, 1996)

Business Days In pursuance of circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016 issued by SEBI, if any Coupon Payment Date falls on a day that is not a Business Day; the Coupon payment shall be made by the bank on the immediately succeeding Business Day and calculation of such Coupon payment shall be as per original schedule as if such Coupon Payment Date were a Business Day. Further the future Coupon Payment Dates shall remain intact and shall not be disturbed because of postponement of such Coupon payment on account of it falling on a non-Business Day. If the Issuer Call Date, Tax Call Date or Regulatory Call Date (also being the last Coupon Payment Date, in case if exercised) of the Debentures if applicable falls on a day that is not a Business Day, such Call Option Price shall be paid by the bank on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment. Business Day being a day when the Money Market is functioning in Delhi and Mumbai, Maharashtra, India.

CAG Comptroller & Auditor General of India

CCEA Cabinet Committee of Economic Affairs

CDSL Central Depository Services (India) Limited

Companies Act,1956 The Companies Act, 1956 along with the rules made there under, as amended from time to time (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections).

Companies Act, 2013 The Companies Act, 2013 along with the rules made there under, to the extent in force, pursuant to the notification of the notified sections, and as amended from time to time

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Debenture(s) Redeemable, Unsecured, Taxable, Non-Convertible Debentures of Face Value of Rs. 10 Lakh Each at Par Aggregating to Total Issue Size Not Exceeding Rs 8,064 Crore with a Base Issue Size of Rs. 1,000 Crore and an Option to Retain Oversubscription Up to Rs. 7,064 crore by Air India Assets Holding Limited

Debenture Holder The holder of the Debentures

Debenture Trustee/ Trustee to the Issue

IDBI Trusteeship Services Limited

Debenture Trusteeship Appointment Agreement

The debenture trusteeship appointment agreement dated August 30, 2019 entered into between the Issuer and the Debenture Trustee for appointing the Debenture Trustee

Debenture Trust Deed The debenture trust deed to be entered into between the Debenture Trustee and the Issuer within the prescribed timelines

DRR Debenture Redemption Reserve

Depository(ies) National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

DP Depository Participant

EBP Electronic Bidding Platform

FY Financial Year

GoI Government of India, which shall include all its Ministries (including without limitation, MOCA) and departments.

IATA International Air Transport Association

Issue/Offer/Offering Private placement and subsequent listing of GOI guaranteed, Redeemable, Unsecured, Taxable, Non-Convertible Debentures of Face Value of Rs. 10 Lakh Each at Par Aggregating to Total Issue Size Not Exceeding Rs 8,064 Crore with A Base Issue Size of Rs. 1,000 Crore and an Option to Retain Oversubscription Upto Rs. 7,064 Crore by Air India Assets Holding Limited

INR Indian Rupee

MoCA Ministry of Civil Aviation, Government of India

NCD Non-Convertible Debentures

NSDL National Securities Depositories Limited

BSE Bombay Stock Exchange Limited

BSE Bond Platform EBP platform of BSE for issuance of debt securities on private placement basis

IT Act The Income Tax Act, 1961 (as amended from time to time)

P&L Profit and Loss

PAT Profit After Tax

PBT Profit Before Tax

RBI Reserve Bank of India

Registrars to the Issue/ Registrar & Transfer Agent

Karvy Fintech Private Limited

SBI State Bank of India appointed by the Issuer for purpose of maintaining the Designated Account

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

TDS Tax Deducted at Source as per the provisions of the Income Tax Act and rules there under modified from time to time.

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2. DISCLAIMER(S)

I. DISCLAIMER OF THE ISSUER: This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus. This Disclosure Document is prepared and issued 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 by Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 Dated October 12, 2012 and CIR/IMD/DF/18/2013 Dated October 29, 2013) and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide Circular No. LAD- NRO/GN/2013-14/43/207 Dated January 31, 2014 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 issued vide Circular No. LAD- NRO/GN/2014-15/25/539 dated March 24, 2015 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 issued vide Circular No. SEBI/ LAD- NRO/GN/2016-17/004 dated May 25, 2016 and SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016 and Securities and Exchange Board of India and Securities and Exchange Board of India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2018 issued vide circular no. SEBI/LAD-NRO/GN/2018/42 dated 9 October, 2018 (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued vide Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September 02 2015 and section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 This Disclosure document does not constitute an offer to public in general to subscribe for or otherwise acquire the Debentures to be issued by “the Issuer”. This Disclosure Document is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party(ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Debentures issued by the Issuer. This Debenture issue is made strictly on private placement basis. Apart from this Disclosure document, no offer document or prospectus has been prepared in connection with the offering of this Debenture issue or in relation to the Issuer.

This Disclosure Document is not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the Debentures issued by AIAHL. This Disclosure Document has been prepared to give general information regarding AIAHL to parties proposing to invest in this issue of Debentures and it does not purport to contain all the information that any such party may require. AIAHL believes that the information contained in this Disclosure Document is true and correct as of the date hereof. AIAHL does not undertake to update this Disclosure Document to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with AIAHL. However, AIAHL reserves its right for providing the information at its absolute discretion. AIAHL accepts no responsibility for statements made in any advertisement or any other material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Debentures. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Debentures. It is the responsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Debentures under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Debentures. Nothing in this Disclosure Document should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to

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subscribe to the Debentures. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the Debentures. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Debentures and matters incidental thereto.

This Disclosure Document is not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Disclosure Document shall be kept utmost confidential. The securities mentioned herein are being issued on private placement Basis and this offer does not constitute a public offer/ invitation.

The Issuer reserves the right to withdraw the private placement of the Debenture issue prior to the issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money, if any.

II. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA: This Disclosure document has not

been filed with Securities & Exchange Board of India (“SEBI”). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure document. It is to be distinctly understood that this Disclosure document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure document. The Issue of Debentures being made on private placement basis, filing of this Disclosure document is not required with SEBI. However, SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Disclosure document.

III. DISCLAIMER OF THE ADVISOR TO THE ISSUE: The role of the Advisor in the assignment is confined

to marketing and placement of the Bonds on the basis of this Disclosure Document as prepared by the Issuer. The Advisor has neither scrutinized nor vetted nor reviewed nor has it done any due-diligence for verification of the contents of this Disclosure Document. The Advisor shall use this Disclosure Document for the purpose of soliciting subscription(s) from Eligible Investors in the Bonds to be issued by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use of this Disclosure Document by the Advisor should not in any way be deemed or construed to mean that the Disclosure Document has been prepared, cleared, approved, reviewed or vetted by the Advisor; nor should the contents to this Disclosure Document in any manner be deemed to have been warranted, certified or endorsed by the Advisor so as to the correctness or completeness thereof.

Nothing in this Disclosure Document constitutes an offer of securities for sale in the United States of America or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. No action is being taken to permit an offering of the bonds in the nature of debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution/taking/sending/dispatching/transmitting of this Disclosure Document and the offering and sale of the Bonds may be restricted by law in certain jurisdictions, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The Issuer has prepared this Disclosure Document and the Issuer is solely responsible and liable for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental, corporate and other necessary approvals for the issuance of the Bonds. The Issuer confirms that all the information contained in this Disclosure Document has been provided by the Issuer or is from publicly available information, and such information has not been

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independently verified by the Advisor. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Advisor or their affiliates for the accuracy, completeness, reliability, correctness or fairness of this Disclosure Document or any of the information or opinions contained therein, and the Advisor hereby expressly disclaims any responsibility or liability to the fullest extent for the contents of this Disclosure Document, whether arising in tort or contract or otherwise, relating to or resulting from this Disclosure Document or any information or errors contained therein or any omissions there from. Neither Advisor and its affiliates, nor its directors, employees, agents or representatives shall be liable for any damages whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of this document. By accepting this Disclosure Document, the Eligible Investor accepts terms of this Disclaimer Clause of Advisor, which forms an integral part of this Disclosure Document and agrees that the Advisor will not have any such liability. The Eligible Investors should carefully read this Disclosure Document. This Disclosure Document is for general information purposes only, without regard to specific objectives, suitability, financial situations and needs of any particular person and does not constitute any recommendation and the Eligible Investors are not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or Tax advice, and the Eligible Investors should consult with its own advisors as to all legal, accounting, regulatory, Tax, financial and related matters concerning an investment in the Bonds. This Disclosure Document should not be construed as an offer to sell or the solicitation of an offer to buy, purchase or subscribe to any securities mentioned therein, and neither this document nor anything contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This Disclosure Document is confidential and is made available to potential investors in the Bonds on the understanding that it is confidential. Recipients are not entitled to use any of the information contained in this Disclosure Document for any purpose other than in assisting to decide whether or not to participate in the Bonds. This document and information contained herein or any part of it does not constitute or purport to constitute investment advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by the recipient without the prior written approval from the Advisor and the Issuer. This Disclosure Document has not been approved and will or may not be reviewed or approved by any statutory or regulatory authority in India or by any stock exchange in India. This document may not be all inclusive and may not contain all of the information that the recipient may consider material. Each person receiving this Disclosure Document acknowledges that: 1. Such person has been afforded an opportunity to request and to review and has received all

additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and

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

10

information provided or to be provided to any investor is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. The Advisor or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document. By accepting this Disclosure Document, investor(s) agree(s) that the Advisor will not have any such liability. Please note that: (a) The Advisor and/or their affiliates may, now and/or in the future, have other

investment and commercial banking, trust and other relationships with the Issuer and with other persons (“Other Persons”);

(b) As a result of those other relationships, the Advisor and/or their affiliates may get information about Other Persons, the Issuer and/or the Issue or that may be relevant to any of them. Despite this, the Advisor and/or their affiliates will not be required to disclose such information, or the fact that it is in possession of such information, to any recipient of this Disclosure Document;

(c) The Advisor and/or their affiliates may, now and in the future, have fiduciary or other relationships under which it, or they, may exercise voting power over securities of various persons. Those securities may, from time to time, include securities of the Issuer; and

(d) The Advisor and/or their affiliates may exercise such voting powers, and otherwise perform its functions in connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the securities.”

IV. DISCLAIMER IN RESPECT OF JURISDICTION: The private placement of Debentures is made in India

to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorized under constitution/ rules/ byelaws to hold Debentures in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Disclosure document does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Disclosure document comes is required to inform him about and to observe any such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the Courts at the state of New Delhi only. All information considered adequate and relevant about the Issuer has been made available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever.

V. DISCLAIMER BY DEBENTURE TRUSTEE: Investors should carefully read and note the contents of the Disclosure Document/Disclosure Documents Each Prospective investor should make its own independent assessment of the merit of the investment in Bonds and the issuer. Prospective 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 Bonds and should possess the appropriate resources to analyze such investment and suitability of such investment to such investor’s particular circumstance. Prospective investors are required to make their own independent evaluation and judgement before making the investment and are believed to be experienced in Investing in debt markets and are able to bear the economic risk of investing in such instruments

11

VI. DISCLAIMER BY THE STOCK EXCHANGE: If required, a copy of this Disclosure Document may be submitted to BSE Limited (hereinafter referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the Disclosure Document with BSE or hosting the same on its website should not in any way be deemed or construed that the Disclosure Document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

VII. CREDIT RATING: The rating for the Securities under Issue is “[ICRA] AAA(CE) (Stable)” by ‘ICRA Limited

and “Provisional IND AAA (CE)/Stable” by India Ratings and Research Private Limited. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of factors such as new information, unavailability if information or any other circumstances.

This Disclosure Document prepared under SEBI (Issue and Listing of Debt Securities) Regulations,

2008 dated June 6, 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 the

Company. This is only an information brochure intended for private use.

Forward Looking statements:

All statements in this Disclosure Document/Information Memorandum that are not statements of historical fact constitute “forward looking statements”. Readers can identify forward-looking statements by terminology like “aim”, “anticipate”, “intend”, “believe”, “continue”, “estimate”, “expect”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”, “would” or other words or phrases of similar import. All statements regarding the Issuer’s expected financial condition and results of operations, business, plans and prospects are forward looking statements. These forward looking statements and any other projections contained in this Disclosure Document/Information Memorandum (whether made by the Issuer or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause the Issuer’s actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or other projections. The forward-looking statements contained in this Disclosure Document/Information Memorandum are based on the beliefs of the management of the Issuer, as well as the assumptions made by and information available to management as at the date of this Disclosure Document/Information Memorandum. There can be no assurance that the expectations will prove to be correct. The Issuer expressly disclaims any obligation or undertaking to release any updated information or revisions to any forward-looking statements contained herein to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue

12

reliance on such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements.

A. ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING:

SR. No PARTICULARS DETAILS (i) REGISTERED OFFICE OF THE ISSUER

Name : Air India Assets Holding Limited

Address : Indian Airlines Bldg, 113, Gurudwara Rakabganj Road, New Delhi North East 110001

Tele No : 011-2342 2000

Email : [email protected]

Website : www.aiahl.in

(ii) COMPLIANCE OFFICER OF THE ISSUER

Name : Ms. Shilpi Singh


Tele No : 011-2342 2000



(iii) CHIEF FINANCIAL OFFICER OF THE ISSUER

Name : Mr. Vijay Jadhav


Tele No : 011-2342 2000



(iv) CREDIT RATING AGENCY

A Name : ICRA Limited

Address : 3rd Floor, Electric Mansion Appasaheb Marathe Marg, Prabhadevi, Mumbai, Maharashtra 400025

Tele No : +912261693300


Website : www.icra.in

B Name : India Ratings and Research Private Limited

Address : 4th Floor,Wockhardt Towers, West Wing, Bandra Kurla Complex, Bandra East, Mumbai

Tele No : +912240356121


Website : www.indiaratings.co.in

(v) CURRENT STATUTORY AUDITORS OF THE ISSUER APPOINTED BY CAG

A Name : M/s. Batra Sapra & Company

Address : 8/28, W.E.A Abdul Aziz Road 3rd Floor Karol Bagh New Delhi -110015

Tele No : +011-23314959, 011-23314965








http://www.icra.in/



13

DEBENTURE TRUSTEE TO THE ISSUE

IDBI Trusteeship Services Limited

Registered Office: Ground Floor, Asian Building, 17, R Kamani Rd, Ballard Estate, Fort, Mumbai, Maharashtra 400001 Tel: 022 4080 7000;

E-Mail: [email protected] Website: www.idbitrustee.com

REGISTRAR TO THE ISSUE

Karvy Fintech Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 Tel: 020-61491626;

E-Mail: [email protected] Website: www.karvyfintech.com

LEGAL ADVISOR TO THE ISSUE

MV KINI & Co.

KINI HOUSE, 1st Floor, 261/263, Near Citibank, D.N. Road, Fort- Mumbai 400 001 Tel: (91)22 61 2527/28/29; Fax: (91) 222 261 2530

E-Mail: [email protected] Website: www.mvkini.com

SOLE ADVISOR TO THE ISSUE

SBI Capital Markets Limited

Address: 202, Maker Tower ‘E’, Cuffe Parade, Mumbai 400 005

Landline: 022 22178300

Email: [email protected]

Website: www.sbicaps.com


http://www.mvkini.com/


http://www.sbicaps.com/

https://www.karvyfintech.com/

14

B. BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF THE COMPANY AND ITS LINE OF BUSINESS CONTAINING AT LEAST THE FOLLOWING INFORMATION:

(i) OVERVIEW:

Air India Assets Holding Limited (AIAHL) is a Special Purpose Vehicle (SPV) formed by Government of India

(GoI) wherein the GoI holds 100% shareholding with an aim to provide unified asset holding services as

stated in Object Clauses of its Memorandum of Association.

The objects to be pursued by AIAHL on its incorporation are:

1. To acquire from Air India Limited (AIL) its

a. shares held in:

(i) Air India Air Transport Services Limited,

(ii) Air India Engineering Services Limited,

(iii) Airline Allied Services Limited, and

(iv) Hotel Corporation of India Limited.

b. paintings, artifacts and other non-operational assets, whether or not reflected in the balance sheet,

all as may be decided by AIL/ GoI.;

c. non-core assets, as may be decided by AIL/GoI;

d. immovable properties, whether leasehold or freehold, moveable properties including intangible

properties such as but not limited to trademarks, brand names, goodwill, copyright and other

intellectual property rights, slots at airports, landing rights, operating rights, goodwill, and other rights,

in each case whether or not reflected in the balance sheet, as may be decided by AIL/GoI;

e. accumulated working capital loans not backed by any asset; and

f. other assets/liabilities or of its subsidiaries, as may be decided by AIL/GoI.

FINANCIAL RESTRUCTURING PLAN

A. AIL has received continuous support from GoI through the implementation of Turnaround Plan/

Financial Restructuring Plan (TAP/FRP) approved in 2012. As per the TAP/FRP GoI has continually provided AIL with financial support. In light of continued financial support meted out by GoI, subsequently a strategic plan was prepared by AIL. The objective of the strategic revival plan was to establish a strong competitive and self sustaining airline which can be strategically divested or listed in the next few years.

B. Essentially AIAHL has been set up with the objective of acquiring the non-core assets of AIL, its subsidiaries, certain immovable properties and working capital loans and rights acquired amongst other objects. In continuation of this process, the Plan for Operational & Financial Efficiency in Air India has been approved in the meeting of Ministry of Finance, Department of Economic Affairs -Budget Division held on September 07, 2018. It was decided by AISAM that the debt amounting to Rs. 29,464 crore would be transferred from AIL to AIAHL/ w.e.f October 01, 2018 which was approved by the Department of Economic Affairs. Further deliverables were mentioned in the Office Memorandum of Ministry of Finance, Department of Economic Affairs dated September 19, 2018.

15

C. In view of the above and the proposal as specifically approved by the Ministry of Finance the total Rs. 29,464 crore debt identified by Air India shall be refinanced by AIAHL in two phases namely, the Novation of the existing Non-convertible Debentures (NCDs) of Rs. 7,400 crore issued to LIC/ EPFO/ Coal mines by Air India, backed by GoI Guarantee cum Indemnity dated November 02, 2012 and the refinancing of debt of Rs. 22,064 crore by SPV, vide issuance of fresh NCDs of Rs. 15,064 crore by the SPV backed by GoI guarantee and fresh NCDs of Rs. 7,000 crore by the SPV through GoI fully serviced Bonds. There is also a separate escrow mechanism to hold monetisation proceeds of the sale of non-core assets to be transferred from AIL. The proceeds of such fresh NCDs shall be used by AIAHL to refinance the loans availed by AIL from various Banks.

(ii) CORPORATE STRUCTURE

The current corporate structure of the Company consists of following Directors on the Board of Directors:

1. MR. ASHWANI LOHANI (DIRECTOR)

2. MS. ANURADHA THAKUR (DIRECTOR)

3. MR. SATYENDRA KUMAR MISHRA (DIRECTOR)

4. MR. VINOD SHANKER HEJMADI (DIRECTOR)

The Key Managerial Personnel are as under: 1. MR. VIJAY JADHAV (CHIEF FINANCIAL OFFICER) 2. MS. SHILPI SINGH (COMPANY SECRETARY)

Note: Presently, the post of two directors representing Department of Expenditure and Department of Economic Affairs, Ministry of Finance is vacant and would be filled by the GoI in due course.

(iii) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR PERIOD ENDED MARCH 31, 2019:

(Rs. In lakh)

STANDALONE BASIS:

Parameters FY (2018-19)

For Non-Financial Entities

Net worth 5.04

Total Debt 4.50

- Long Term Borrowings 0

- Current Maturities of Long-Term Borrowings 0

-Short Term Borrowings 4.50

Net Fixed Assets 0

Non-Current Assets 0

Current Investments 0

Current Assets 12.69

Assets held for Sale 0

0Current Liabilities other than debt 3.15

Net sales (Government grant) 9.00

EBITDA 0.18

EBIT 0.18

Interest 0.01

PAT (Loss After Tax) 0.04

16

Notes: 1. Current ratio is calculated as Current Assets/Current Liabilities 2. Interest Coverage Ratio is calculated as Earning before Interest and tax /Interest expenses 3. Debt Service Coverage Ratio is calculated as Net Operating Income (EBIT)/total debt service 4. Present debt of the company is temporary in nature and liable to be paid on demand, hence not

considered above. Gross Debt Equity Ratio of the Company (as on the date of the issue):

(Rs. In lakh)

Particulars Before the issue of bonds After the issue of bonds

Total Borrowing 1400004.50 [●]

Net-worth 5.04 [●]

After the issue of Bonds, entire borrowing including payment of interest will be covered by the guarantee

of Govt of India, Hence, the Gross Debt Equity Ratio is not relevant here.

(iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS:

N.A

C. A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF THE FOLLOWING

ACTIVITIES:

i. Milestones achieved by the company since incorporation are mentioned below:

Year Milestone

NA

ii. DETAILS OF SHARE CAPITAL FOR PERIOD ENDED MARCH 31, 2019:

Share Capital Rs. In lakh

Authorized Share Capital 5.00

Issued, Subscribed and Paid-up Share Capital 5.00

iii. CHANGES IN ITS CAPITAL STRUCTURE FOR PERIOD ENDED MARCH 31, 2019:

Date of change

(AGM/EGM)

Rs. In Lakh Particulars

NA

iv. EQUITY SHARE CAPITAL HISTORY OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019:

Dividend amounts NA

Current Ratio 4.03

Interest Coverage Ratio 24.72

Gross Debt/Equity Ratio 0.9

Debt Service Coverage Ratio #(refer note 4)

17

Date of

Allotment

No. of

Equity

Shares

Face

Valu

e

(Rs)

Issu

e

Price

(Rs)

Conside

ration

(Cash

other

than

cash,

etc.)

Nature of

Allotment

Cumulative

No. of

equity

shares

Equity

Share

Capital

(Rs.)

Equity

Share

Premium

(in Rs.)

20.02.2018 1 10 10 Cash Initial 50,000 5,00,000 Nil

1 10 10 Cash Initial






v. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR:

NIL

vi. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR:

NIL

D. DETAILS OF THE SHAREHOLDING OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019

(i) Shareholding pattern of the Company for period ended March 31, 2019:

Particulars Total No. of Equity Shares

No. of Shares in demat form

Total Shareholding as % of total no. of equity shares

A. Shareholding of Promoter and Promoter Group

President of India(including its nominees)

50,000 Nil 100%

B. Others

Others Nil Nil Nil

Total 50,000 Nil 100%

Note: - Shares pledged or encumbered by the promoters (if any) – NIL

(ii) List of top 10 holders of equity shares of the company as on the quarter ended March 31, 2019: 100% Shareholding held by GOI. The equity shares are distributed amongst the shareholders to satisfy the minimum shareholders required for Quorum)

18

Name of the shareholders Total No. of

Equity Shares

No. of Shares in demat form

Total Shareholding as % of total no. of equity shares

President of India 50,000 Nil 100

Holding for and on behalf of President of India

Sh. C.K. Shukla 49,994 Nil

Sh. R.N. Choubey 1 Nil

Smt. Gargi Kaul 1 Nil

Sh. S.K. Mishra 1 Nil

Smt. Usha Padhee 1 Nil

Smt. Shefali Juneja 1 Nil

Sh. Angshumali Rastogi 1 Nil

Total 50,000 Nil 100

E. FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:

(i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY

SL. Name,

Designation and DIN

Age Address

Director of the

Company since

Details of other directorship

1.

Mr. Ashwani Lohani

(Nominee Director)

DIN: 01023747

60

House No. 4, Railway

Officer Colony

Sardar Patel Marg,

Chanakya Puri New

Delhi 110021 Dl In

14/02/2019 1.Air India Limited

2. Hotel Corporation of India

Limited

3 Airline Allied Services Limited

4. Air India Express Limited

5. Air-India Engineering

Services Limited

6. Air India Air Transport

Services Limited

7.Air India Sats Airport Services

Private Limited

2. Ms. Anuradha

Thakur (Nominee

Director) DIN:

07293445

49 Flat No. C-Ii-174,

Satya Marg

Chanakyapuri New

Delhi 110021 Dl In

26/10/2018 1. National Financial Holdings

Company Limited

2. Himachal Pradesh

Minorities Finance And Dev

Corporation

3.

Mr. Vinod Shanker

Hejmadi (Director-

Fin) DIN: 07346490

54

202, Silver Lining ,

Road No-2, Sunder

Nagar Kalina

Santacruz East

Mumbai,

Vidyanagari Mumbai

400098 Mh In

22/01/2018 1.Air India Limited 2. Hotel Corporation Of India Limited

3 3. Airline Allied Services Limited

4 4. Air India Express Limited 5 5. Air-India Engineering

Services Limited 6 6. Air India Air Transport

Services Limited 7. Air India Sats Airport Services Private Limited

19

SL. Name,

Designation and DIN

Age Address

Director of the

Company since


4.

Mr. Satyendra

Kumar Mishra

(Director)

DIN: 07728790

54

F-13, Type-5b,

Block-F, Hudco

Place Extension New

Delhi 110049 Dl In

22/01/2018 1. Air India Limited 2.Hotel Corporation Of India Limited 3.Air-India Engineering Services Limited 4.Air India Air Transport Services Limited


(ii) DETAILS OF CHANGE IN DIRECTORS SINCE INCOPORATION:

SL. Name, Designation and DIN Date of Appointment/Resignation

/ (From – To)

Director of the Company since

(in case of resignation)

Remarks

1. Mrs. Anuradha Thakur Jt. Secretary, DIPAM DIN: 07293445

Appointed on 26.10.2018 NA Nominee Director

2. Mr. Arun Kumar Add. Secretary, MOCA

DIN: 03054493

Appointed on 20.12.2018 Office of director ceased due to assumption of new position vide office memorandum No. 23(1)/E.Coordl2019 dated July 11,2019

Nominee Director

3. Mr. Arvind Shrivastava Jt. Secretary Budget, Department of Economic Affairs DIN: 02340040

Appointed on 08.01.2019 Office of director ceased due to assumption of new position vide Office Order No. 36/2019-EO(SM-1)dated August 30,2019

Nominee Director

4. Pradeep Singh Kharola, Secretary, MOCA DIN: 05347746

Appointed on 22.01.2018 14.02.2019 Acted as a Chairman of Air India Limited and AIir India Assets Holding Limited

5. Mr. Ashwini Lohani CMD Air India DIN: 01023747

Appointed on 14.02.2019 NA Acting as a Chairman of Air India Limited and

20

SL. Name, Designation and DIN Date of Appointment/Resignation

/ (From – To)

Director of the Company since

(in case of resignation)

Remarks

Air India Assets Holding Limited

6. Mr. Vinod Shanker Hejmadi

(Director-Fin)

DIN: 07346490

Appointed on 22.01.2018 NA Director Finance in Air India and Non-Executive Director in Air India Assets Holding Limited

7. Mr. Satyendra Kumar Mishra

(Director) DIN: 07728790

Appointed on 22.01.2018 NA Non- Executive Director with Air India and Air India Assets Holding Limited

F. FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:

(i) DETAILS OF THE AUDITORS’ OF THE COMPANY:

Name Address Auditors Since

M/s. Batra Sapra & Company, Chartered Accountants

8/28, W.E.A Abdul Aziz Road, 3rd Floor Karol Bagh New Delhi-110015

12.10.2018

(ii) DETAILS OF CHANGE IN AUDITORS’ SINCE INCORPORATION: -

Name Address Date of

Appointment/ Resignation

Date of Cessation

Auditor of the Issuer since (in case of

resignation)

Remarks

M/s. Batra Sapra & Company, Chartered Accountants

8/28, W.E.A Abdul Aziz Road, 3rd Floor Karol Bagh New Delhi-110015

12.10.2018 NA NA Appointment

G. DETAILS OF BORROWINGS OF THE COMPANY FOR PERIOD ENDED MARCH 31, 2019:

(i) DETAILS OF LOANS OUTSTANDING FOR PERIOD ENDED MARCH 31, 2019:

a. DETAILS OF SECURED LOAN FACILITIES NIL

b. DETAILS OF UNSECURED LOAN FACILITIES

An unsecured loan of Rs. 4,50,000 was taken from Air India Limited on March 25, 2019 for working capital requirement.

21

(ii) DETAILS OF NCDS:

Debenture Series

Tenor/ period

of maturity

Coupon

Amount

Date of

Allotment

Redemption on Date/ Schedule

Credit Rating

Secured/ Unsecured

Security

Air India Assets

Holding Limited Series 1

3 years 3 months

6.99% (Semi-

annual)

7,000 crore

September 18, 2019

December 16, 2022

[ICRA] AAA (stable) by

ICRA Limited and

IND AAA/Stable

by India Ratings & Research

Unsecured NA

Air India Assets

Holding Limited

Series 2*

10 years 7.39% (Semi-

annual)

7,000 crore

October 14, 2019

October 12, 2029

[ICRA] AAA(CE)

(Stable) by ICRA

Limited and Provisional

IND AAA (CE)/Stable

by India Ratings and

Research

Unsecured NA

*Note: The Air India Assets Holding Limited Series 2 Bond issue is a part of the total issue i.e Rs. 15,064 crore which is backed by Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August 30, 2019 annexed hereto as Annexure 10. This Information Memorandum is for the remaining Rs. 8,064 crore (Rs. 15,064-7,000 crore).

(iii) LIST OF TOP 10 DEBENTURE HOLDERS:

a) LIST OF TOP 10 DEBENTURE HOLDERS UNDER AIR INDIA ASSETS HOLDING LIMITED SERIES 1 AS ON 11.10.2019

Sr. No. Beneficiary Name Rs. In crore

1 STATE BANK OF INDIA 1850.00

2 J. P. MORGAN SECURITIES INDIA PRIVATE LIMITED 1000.00

3 SBI LIFE INSURANCE CO.LTD 750.00

4 SBI CORPORATE BOND FUND 400.00

5 SBI EQUITY HYBRID FUND 370.00

6 AXIS BANK LIMITED 300.00

7 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE MEDIUM TERM PLAN 275.00

8 ICICI SECURITIES PRIMARY DEALERSHIP LIMITED 210.00

9 ICICI BANK LTD 200.00

10 INDIAN OVERSEAS BANK 200.00

b) LIST OF TOP 10 DEBENTURE HOLDERS UNDER AIR INDIA ASSETS HOLDING LIMITED SERIES 2 AS ON 14.10.2019

22

Sr. No. Beneficiary Name Rs. In crore

1 STATE BANK OF INDIA 2899

2 ESIC AC RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED 2100

3 HDFC BANK LIMITED 650

4 ICICI SECURITIES PRIMARY DEALERSHIP LIMITED 516

5 ICICI BANK 500

6 AXIS BANK LIMITED 125

7 COAL MINES PROVIDENT FUND ORGANISATION 110

8 COAL MINES PROVIDENT FUND ORGANISATION 69.50

9 TRUST INVESTMENT ADVISORS PVT.LTD. 25

10 CMPFO Pension Fund -Isec PD 4

(iv) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED: NIL

(v) DETAILS OF COMMERCIAL PAPER – THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING FOR PERIOD ENDED MARCH 31, 2019: NIL

(vi) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES/PREFERENCE SHARES) FOR PERIOD ENDED MARCH 31, 2019: NIL

(vii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENT OF INTEREST & PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, SINCE INCOPORATION:

NIL

(viii) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN/ ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION;

NIL H. DETAILS OF PROMOTERS OF THE COMPANY:

DETAILS OF PROMOTER HOLDING IN THE COMPANY FOR PERIOD ENDED MARCH 31, 2019:

Sl. Name of the Shareholders

Total No. of Equity Shares

No. of shares in demat form

Total shareholding as % of total no. of equity

shares

No. of Shares

Pledged

% of Shares pledged with

respect to shares owned

1. President of India 50,000 Nil 100 Nil Nil

I. ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS

STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR PERIOD ENDED MARCH 31, 2019

Please refer Annexure 8

AUDITOR QUALIFICATIONS FOR F.Y 2018-19

23

NIL

J. ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST/CONTINUE TO INVEST IN THE DEBT SECURITIES:

NIL

K. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4(4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES:

In accordance with the provisions of (i) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time (ii) Section 71 of the Companies Act, 2013, (iii) the Companies (Share Capital and Debentures) Rules, 2014 and (iv) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Issuer has appointed IDBI Trusteeship Services Limited to act as Trustees (“Trustees”) for and on behalf of the holder(s) of the Debentures. The Trustee has given its consent vide its consent letter no. 4005/ITSL/OPR/2019-20 dated July 05,2019 to act as the trustee to the issue under Regulation 4(4) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. The address and contact details of the Trustees are as under:

DEBENTURE TRUSTEE:

Name : IDBI Trusteeship Services Limited

Address : Ground Floor, Asian Building, 17, R Kamani Rd, Ballard Estate, Fort, Mumbai, Maharashtra 400001

Tele No : 022 4080 7000


Website : www.idbitrustee.com

The Company hereby undertakes that a Trust Deed shall be executed by it in favour of the Trustees within 60 days from the closure of the Issue. The Trust Deed shall contain such clauses as may be prescribed under Companies Act, 2013, Companies (Share Capital and Debenture) Rules, 2014 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Trust Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the Company in relation to any rights or interests of the holder(s) of the Debentures, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the Company for loss or damage caused by their act of negligence or commission or omission. The Debenture holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Debentures. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro-tanto the Debenture holder(s). The Trustees shall protect the interest of the Debenture holders in the event of default by the Company in regard to timely payment of

24

interest and repayment of principal and shall take necessary action at the cost of the Company. No Debenture holder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. In the event of Company defaulting in payment of interest on Debentures or redemption thereof, any distribution of dividend by the Company shall require approval of the Trustees. The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Debentures and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, the Deed of Hypothecation, Disclosure document and all other related transaction documents, with due care, diligence and loyalty. The Trustees shall be vested with the requisite powers for protecting the interest of holder(s) of the Debentures including but not limited to the right to appoint a nominee director on the Board of the Issuer in consultation with institutional holders of such Debentures. The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the Debentures. Where an issuer fails to execute the trust deed within the period specified in the sub-regulation (1) of Regulation 15 of SEBI (Issue and Listing of Debt Securities) Regulations, 2019, without prejudice to any liability arising on account of violation of the provisions of the Act and these Regulations, the issuer shall also pay interest of at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the Trust Deed.

The consent letter by the Debenture Trustee is given in Annexure 3.

L. THE 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: Name of Rating Agency: ICRA Limited

Name of Rating Agency: India Ratings and Research Private Limited

Other than the credit rating from the credit rating agencies as mentioned hereinabove, Issuer has not sought any other credit rating from any other credit rating agency(ies) for the Debentures offered for subscription under the terms of this Disclosure Document

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

Copies of Rating Letter(s) and Rating rationale(s) are enclosed in Annexure- 1 & 2 respectively

M. 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):

25

Attached Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August 30, 2019 herewith as Annexure 10

N. COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL BE DISCLOSED.

Copy of letter Ref No.: 4005/ITSL/OPR/2019-20 dated July 05, 2019 conveying their consent to act as Debenture Trustee for the proposed issue of unsubordinated debt is enclosed in Annexure- 3.

O. NAMES OF ALL THE RECOGNISED 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 Wholesale Debt Market (WDM) Segment of the BSE. The Designated stock exchange for purpose of this issue will be BSE.

P. OTHER DETAILS:

ISSUE/INSTRUMENT SPECIFIC REGULATIONS – RELEVANT DETAILS

This Information Memorandum prepared under the Companies Act, 2013 and the rules made there under (including the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time (“PAS Rules”) and the Companies (Share Capital and Debentures) Rules, 2014, as amended from time to time (“Share Capital and Debenture Rules”), the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time (“ILDS Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“LODR Regulations”) (hereinafter the ILDS Regulations and LODR Regulations shall be collectively referred to as “SEBI Regulations”), 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 Debentures to be issued by the Issuer.

The present issue of bonds is made pursuant to the resolution of Board of Directors to the issuer

passed at its meeting held on May 22, 2019 and the delegation provided therein. The issue of the bonds is backed by Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August 30, 2019 and the conditions contained therein. The issuer can issue the bonds proposed by it in view of the present approvals and no further internal or external permissions/ approval(s) is/are required by it to undertake the proposed issuance.

This is only an information brochure intended for private use.

APPLICATION PROCESS

WHO CAN APPLY

The categories of investors who are eligible to apply for these issues are mentioned in the summary term sheet of this disclosure document. However, the prospective subscribers must make their own independent evaluation and judgement regarding their eligibility to invest in the issue.

All Applicants are required to comply with the relevant regulations/guidelines applicable to them for investing in the Issue as per the norms approved by GoI, RBI or any other statutory body from time to time, including but not limited to BSE EBP Guidelines as published by BSE on its website

26

for investing in this Issue. The contents of this Information Memorandum and any other information supplied in connection with 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 or disseminated by the recipient. However, out of the aforesaid class of investors eligible to invest, this Information Memorandum is intended solely for the use of the person to whom it has been sent by the Issuer for the purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective Investor receiving this Information Memorandum from the Issuer). Documents to be provided by investors: The Applications must be accompanied by certified true copies of (1) memorandum and articles of association/ constitution/bye-laws/charter documents; (2) resolution authorizing investment and containing operating instructions (including power of attorney if applicable); (3) specimen signatures of authorized signatories; (4) necessary forms for claiming exemption from deduction of tax at source on the interest income/interest on Application money, wherever applicable; (5) documents relating to withholding tax applicability; (6) copy of PAN card provided by the Income Tax Department, GoI; and (7) any other requirements under the BSE Bond – EBP Platform or under any other applicable regulations (including but not limited to those of SEBI) or as may be required by the Issuer from time to time.

Who Cannot Apply: The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected:

(i) Resident Individual Investors; (ii) Foreign Nationals; (iii) Persons resident outside India; (iv) Venture Capital Funds, Alternative Investment Funds, Overseas Corporate Bodies; (v) Partnership firms formed under applicable laws in India in the name of the partners; (vi) Hindu Undivided Families through Karta; and (vii) Person ineligible to contract under applicable statutory/ regulatory requirements. (viii) Minors

Application under Power of Attorney or by Limited Companies In case of Applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc., the relevant Power of Attorney or the relevant resolution or authority to make the Application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be, shall be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form, at the office of the Registrars to the Issue after submission of the Application Form to the BSE Bond – EBP Platform, failing which the applications are liable to be rejected.

27

Application by Mutual Funds In case of Applications by Mutual Funds, a separate Application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the asset management company/trustees/custodian clearly indicate their intention as to the scheme for which the Application has been made

Q. PROCEDURE FOR APPLYING FOR DEMAT FACILITY:

1. The applicant must have a beneficiary account with NSDL / CDSL prior to making the application.

2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID appearing in the Application Form under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialized Form’.)

3. Debentures allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP.

4. For subscribing the Debentures names in the application form should be identical to those appearing in the account 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 in the depository.

5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue.

6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialized 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.

7. 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-à-vis those with his/her DP. In case the information is incorrect or insufficient the Issuer would not be liable for losses, if any.

8. It may be noted that Debentures will be issued in electronic form. The same can be traded only having electronic connectivity with NSDL / CDSL Payment of interest or repayment of principal would be made to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on Record Date/ Book Closure Date. In case of those Debenture for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the issuer would keep in abeyance the payment of interest or repayment of principal, till such time that the beneficial owner is identified by the Depository and conveyed to the Issuer, whereupon the interest or principal would be paid to the beneficiaries, as identified, within a period of 30 (thirty) days.

9. The Debentures shall be directly credited to the Beneficiary Account as given in the Application Form and after due verification, allotment advice/ refund order, if any, would be sent directly to the applicant by the Registrars to the Issue but the confirmation of the credit of the Debentures to the applicants Depository Account will be provided to the applicant by the Depository Participant of the applicant.

R. HOW TO APPLY:

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All eligible Investors should refer the operating guidelines for issuance of debt securities on private placement basis through an electronic book mechanism as available on the website of BSE. Investors will also have to complete the mandatory know your customer verification process. Investors should refer to the BSE EBP Guidelines in this respect. The application form will be filled in by each Investor and uploaded in accordance with the SEBI regulatory and operational guidelines. Applications for the Bonds must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English as per the instructions contained therein. The details of the Issue shall be entered on the BSE Bond – EBP Platform by the Issuer at least 2 (two) Business Days prior to the Issue opening date, in accordance with the Operational Guidelines. The Issue will be open for bidding for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE Bond – EBP Platform, at least 1 (one) Business Day before the start of the Issue opening date. Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private placement basis through an EBP mechanism, are as follows: (a) Modification of Bid Investors may note that modification of bid is allowed during the bidding period / window. However, in the last 10 (ten) minutes of the bidding period / window, revision of bid is only allowed for improvement of coupon / yield and upward revision of the bid amount placed by the Investor. (b) Cancellation of Bid Investors may note that cancellation of bid is allowed during the bidding period / window. However, in the last 10 minutes of the bidding period / window, no cancellation of bids is permitted. (c) Multiple Bids Investors may note that multiple bid are permitted. Multiple bids by the Arranger to the Issue are permitted as long as each bid is on behalf of different Investors/ same Investors. Arranger to the Issue can put multiple bids for same Investor provided the total of all bids entered is not equal to or more than Rs.15 crore or 5% of the Base Issue Size, whichever is lower. However, Investors should refer to the Operational Guidelines as prevailing on the date of the bid.

Applications by Successful Bidders

Original application forms complete in all respects must be submitted to the Corporate Office of Issuer before the last date indicated in the Issue time table or such extended time as decided by the Issuer accompanied by details of remittance of the Application money. This Application will constitute the application required under section 42 of the Companies Act, 2013 and the PAS Rules. Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond – EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned back. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the clearing corporation of the relevant Exchanges (“Designated Bank Account”). Successful bidders must do the funds pay-in to the Designated Bank Account up to 10:30 am on the pay-in date (“Pay-in Time”). Successful bidders should ensure to do the funds pay-in from their same bank account which is updated by them in the BSE Bond – EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP Platform and the bank account from which payment is done by the successful bidder, the payment would be returned back.

29

Provided that, in case of bids made by the Arranger on behalf of eligible Investors, funds pay-in shall be made from the bank account of such eligible Investors. Note: In case of failure of any successful bidder to complete the funds pay-in by the Pay-in Time or the funds are not received in the Designated Bank Account of the clearing corporation of the relevant Exchanges by the Pay-in Time for any reason whatsoever, the bid will liable to be rejected and the Issuer and/or the Arranger shall not be liable to the successful bidder. Cheque(s), demand draft(s), Money orders, postal orders will not be accepted. The Issuer assumes no responsibility for any applications lost in mail. The entire amount of Rs. 10 (ten) Lakh per Bond is payable on application. Applications should be for the number of PDIs applied by the Applicant. Applications not completed in the manner required are liable to be rejected. The name of the Applicant’s bank, type of account and account number must be filled in the Application Form. The Applicant or in the case of an Application in joint names, each of the Applicant, should mention the PAN allotted under the I.T. Act or where the same has not been allotted, the GIR No. and the Income Tax Circle/Ward/District. In accordance with the provision of Section 139A (5A) of the I.T. Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the Investor should mention his PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to Income Tax, the Applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors requiring “approved security” status for making investments.

Provisional or Final Allocation Allocation shall be made on a pro rata basis in the multiples of the bidding lot size, i.e., in multiples of Rs. 10 (ten) Lakh. Post completion of bidding process, the Issuer will upload the provisional allocation on the BSE Bond – EBP Platform. Post receipt of Investor details, the Issuer will upload the final allocation file on the BSE Bond – EBP Platform.

Settlement Process Upon final allocation by the Issuer, and confirmation by the Issuer to go ahead with the Allotment, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on the Pay-In Date, and the Depositories shall accordingly credit the allocated Debentures to the demat account of the successful bidder(s). Upon instructions of the Registrar or the Issuer, the Depositories shall confirm to the clearing corporation of the relevant Exchanges that the Bonds have been transferred to the demat account(s) of the successful bidder(s) on the same day itself. Upon confirmation from the Depository, the clearing corporation of the relevant Exchanges shall transfer funds to the designated bank account of the Issuer. Post-Allocation Disclosures by the EBP Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number of successful bidders, category of the successful bidder(s), etc., in accordance with the SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018, and SEBI circular dated August 16, 2018 bearing reference number SEBI/HO/DDHS/CIR/P/2018/122, each as amended. The EBP shall upload such data, as provided by the Issuer, on its website to make it available to the public. Right to further issue under the ISINs

30

The Issuer reserves right to effect multiple issuances under the same ISIN with reference to SEBI Circular CIR/IMD/DF-1/ 67 /2017 dated June 30, 2017 as amended (“First ISIN Circular”) and SEBI Circular CIR/DDHS/P/59/2018 dated March 28, 2018, as amended or any other applicable laws or regulations from time to time (“Second ISIN Circular”, together with the First ISIN Circular, the “ISIN Circulars”). The Issue can be made either by way of creation of a fresh ISIN or by way of issuance under the existing ISIN at premium, par or discount as the case may be in line with the ISIN Circulars. Right to Re-purchase, Re-issue or Consolidate the Bonds The Issuer will have power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Bonds from the secondary markets or otherwise, at any time prior to the Redemption Date, subject to applicable law and in accordance with the applicable guidelines or regulations, if any. In the event of a part or all of the Issuer’s Bonds being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the power to re-issue the Bonds either by re-issuing the same Bonds or by issuing other debentures in their place. The Issuer shall have right to consolidate the Bonds under present series in accordance with applicable law. Further the Issuer, in respect of such re-purchased or re-deemed Bonds shall have the power, exercisable either for a part or all of those Bonds, to cancel, keep alive, appoint nominee(s) to hold or re-issue at such price and on such terms and conditions as it may deem fit and as permitted under the ISIN Circulars or by laws or regulations.

INVESTOR GRIEVANCE AND REDRESSAL SYSTEMS Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue quoting the Application Number (including prefix), number of Debentures applied for, amount paid on application and details of collection center where the Application was submitted, may be addressed to the Compliance Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has appointed a Compliance Officer who may be contacted in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ Debenture certificate(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in this Disclosure Document.

Investor Relations Officer Ms. Shilpi Singh

Designation/ Department Company Secretary

Address Indian Airlines Bldg, 113, Gurudwara Rakabganj Road, New Delhi North East 110001

Ph. No. 011-2342 2000

Email [email protected]

Website www.aiahl.in

S. SUMMARY TERM SHEET: ISSUE DETAILS

Security Name Air India Assets Holding Limited Series 3

Issuer Air India Assets Holding Limited (“AIAHL”, “SPV”, the “Issuer “and

the “Company”)



31

Type Nature of

Instrument

Government of India Guaranteed, Unsecured, Redeemable,

Taxable, Non-convertible Debentures of face value Rs.10 lakh each

Government of India

Guarantee

Unconditional, Irrevocable and continuing guarantee by

Government of India for payment of Principal and Interest till all

debt payments in respect of bonds are outstanding.

Seniority Senior and unsubordinated

Mode of Issue Private Placement

Type of Bidding On the BSE-EBP

Manner of Allotment Uniform yield

Eligible Investors

The following class of investors are eligible to participate in the

offer (being “Eligible Investors”):

(i) Mutual Funds, Public Financial Institutions as defined

in section 2(72) of the Companies Act, 2013;

(ii) Scheduled Commercial Banks;

(iii) Insurance Companies;

(iv) Provident Funds, Gratuity Funds, Superannuation

Funds and Pension Funds;

(v) Co -operative Banks;

(vi) Regional Rural Banks authorized to invest in bonds/

debentures;

(vii) Companies and Bodies Corporate authorized to invest

in bonds/ debentures;

(viii) Societies authorized to invest in bonds/ debentures;

(ix) Trusts authorized to invest in bonds/ debentures;

(x) Statutory Corporations/ Undertakings established by

Central/ State legislature authorized to invest in

bonds/ debentures;

(xi) Foreign Institutional Investors and sub-accounts

registered with SEBI or Foreign Portfolio Investors (not

(xii) being an individual or family offices);

(xiii) State Industrial Development Corporations

(xiv) National Investment Funds set up by resolution no. F.

No. 2/3/2005-DDII dated November 23, 2005 of the

Government of India published in the Gazette of India;

(xv) Insurance funds set up and managed by army, navy or

air force of the Union of India;

The following class of investors are not eligible to participate in the

offer:

(i) Resident Individual Investors;

(ii) Foreign Nationals;

(iii) Persons resident outside India;

(iv) Venture Capital Funds, Alternative Investment Funds,

Overseas Corporate Bodies;

32

(v) Partnership firms formed under applicable laws in

India in the name of the partners;

(vi) Hindu Undivided Families through Karta; and

(vii) Person ineligible to contract under applicable

statutory/ regulatory requirements.

(viii) Minors

The issuance being a private placement through the Electronic

Bidding Platform of BSE, the investors who have bid on their own

account or through arrangers, if any, appointed by Issuer, in the

issue through the said platform and in compliance with SEBI

circulars on the above subject and BSE EBP operating guidelines

are only eligible to apply. Any other application shall be at the sole

discretion of the Issuer.

Further, notwithstanding anything contained above, only eligible

investors who have been addressed through the application form

are eligible to apply

Prior to making any investment in these Bonds, each Eligible

Investor should satisfy and assure himself/herself/itself that

he/she/it is authorized and eligible to invest in these Bonds. The

Issuer shall be under no obligation to verify the eligibility/authority

of the Eligible Investor to invest in these Bonds. Further, mere

receipt of the Disclosure Document (and/or any Transaction

Document in relation thereto and/or any draft of the Transaction

Documents and/or the Disclosure Document) by a person shall not

be construed as any representation by the Issuer that such person

is authorized to invest in these Bonds or eligible to subscribe to

these Bonds. If after applying for subscription to these Bonds

and/or allotment of Bonds to any person, such person becomes

ineligible and/or is found to have been ineligible to invest in/hold

these Bonds, the Issuer shall not be responsible in any manner.

Notwithstanding any acceptance of bids by the Issuer on and/or

pursuant to the bidding process on the Electronic Book Platform,

(a) if a person, in the Issuer’s view, is not an Eligible Investor, the

Issuer shall have the right to refuse allotment of Bonds to such

person and reject such person’s application; (b) if after applying

for subscription to these Bonds and/or allotment of Bonds to any

person, such person becomes ineligible and/or is found to have

been ineligible to invest in/hold these Bonds, the Issuer shall not

be responsible in any manner.

Listing On whole sale Debt Segment of BSE.

Rating “[ICRA] AAA(CE) (Stable)” by ‘ICRA Limited and “Provisional IND

AAA (CE)/Stable” by India Ratings and Research Private Limited

33

Issue Size Rs. 1,000 Crore with an option to retain oversubscription

Option to retain

oversubscription Upto Rs. 7,064 Crore

Objects of the Issue The funds shall be used for refinancing of existing loans of AIL

Details of Utilization of

funds The funds shall be used for refinancing of existing loans of AIL

Coupon Rate [•]

Step Up/Step Down

Coupon Rate NA

Coupon Payment

Frequency Semi Annual

Coupon Payment Dates [•]

Coupon Type Fixed

Coupon Reset Process

(including rates,

spread, effective date,

interest rate cap and

floor etc.)

NA

Day Count Basis

The interest for each of the interest periods shall be computed as

per Actual / Actual day count conversion (as per the SEBI Circular

dated October 29, 2013 bearing reference CIR/IMD/DF/18/2013)

on the face value/principal outstanding after adjustments and

write-off on account of “Loss Absorbency” and “Other Events”

mentioned in this Summary Term Sheet, at the Coupon Rate

rounded off to the nearest Rupee.

The Interest Period means each period beginning on (and

including) the Deemed Date of Allotment or any Coupon Payment

Date and ending on (but excluding) the next Coupon Payment

Date/ Call Option Date (if exercised). It is clarified that in case of

Coupon payment in a leap year, the same shall be calculated taking

the number of days as 366 (three hundred and sixty six) days (as

per the SEBI Circular dated November 11, 2016 bearing reference

CIR/IMD/DF-1/122/2016).

Business Day

Convention/ Effect of

Holidays

‘Business Day’ shall be a day on which commercial banks are open

for business in the city of Mumbai, Maharashtra and when the

money market is functioning in Mumbai. If the date of payment of

interest/redemption of principal does not fall on a Business Day,

the payment of interest/principal shall be made in accordance

with SEBI Circular CIR/IMD/DF-1/122/2016 dated November 11,

2016.

If any of the Coupon Payment Date(s), other than the ones falling

on the redemption date, falls on a day that is not a Business Day,

the payment shall be made by the Issuer on the immediately

succeeding Business Day, which becomes the coupon payment

34

date for that coupon. However, the future coupon payment

date(s) would be as per the schedule originally stipulated at the

time of issuing the debentures. In other words, the subsequent

coupon payment date(s) would not be changed merely because

the payment date in respect of one particular coupon payment has

been postponed earlier because of it having fallen on a non-

Business Day.

If the redemption date of the Bonds falls on a day that is not a

Business Day, the redemption amount shall be paid by the Issuer

on the immediately preceding Business Day which becomes the

new redemption date, along with interest accrued on the

debentures until but excluding the date of such payment.

Interest on Application

Money

Interest at the Coupon Rate (subject to deduction of income tax

under the provisions of the Income Tax Act, 1961, or any other

statutory modification or re-enactment thereof, as applicable) will

be paid to the applicants on the application money for the Bonds

for the period starting from and including the date of realization

of application money in the Issuer’s bank account up to one day

prior to the date of allotment.

The Issuer shall not be liable to pay any interest in case of invalid

applications or applications liable to be rejected including

applications made by person who is not an Eligible Investor.

Default Interest Rate

In case of default in payment of Interest and/or principal

redemption on the due dates, additional interest at 2% p.a. over

the Coupon Rate will be payable by the Issuer for the defaulting

period.

Tenor 10 years

Redemption Date [●]

Redemption Amount At par i.e. Rs. 10 lakh per debenture

Premium/Discount on

redemption Nil

Issue Price At par i.e. Rs. 10 lakh per debenture

Discount

on Issue Nil

Put Option Date NA

Put Option Price NA

Call Option NA

Call Option Date NA

Call Option Price NA

Put Notification Time NA

Call Notification Time NA

Face Value Rs. 10 Lakh per Bond

35

Minimum Application 1 Bond and in multiples of 1 Bond thereafter.

Issue Timing:

1. Bid Opening/ Closing

Date

2. Issue Opening/

Closing Date

3. Pay-in Date

4. Deemed Date of

Allotment

1. October 17, 2019

2. October 17, 2019

3. October 22, 2019

4. October 22, 2019

Issuance mode In Demat mode only

Trading Mode In Demat mode only

Settlement

Payment of interest and repayment of principal shall be made by

way of credit through direct credit/ National Electronic Clearing

Service/RTGS/ NEFT mechanism or any other permitted method

at the discretion of the issuer.

Settlement Cycle for

EBP T+2

No. of Applications NA*

Settlement Mechanism Through Clearing Corporation of BSE i.e ICCL

Mode of Allocation Uniform yield

Type of Bidding Close Bidding

Delay in Listing

In case of delay in listing of the debt securities beyond 20 days from

the deemed date of allotment, the Company shall pay penal interest

of atleast @ 1 % p.a. over the coupon rate from the expiry of 30 days

from the deemed date of allotment till the listing of such debt

securities to the investor

Depository National Securities Depository Limited and Central Depository

Services (India) Limited.

Record Date

15 calendar days prior to each Coupon Payment Date or the

Redemption Date (as the case may be). In the event the Record Date

falls on a day which is not a Business Day, the succeeding Business

Day will be considered as Record Date.

Security Unsecured and backed by Letter of Assurance dated June 18, 2019

and Deed of Guarantee cum Indemnity dated August 30, 2019

Reissuance and

consolidation

The Issuer shall have right to reissue or consolidate the bonds

under present series in accordance with applicable law.

Government of India

Guarantee

The NCD would be backed by unconditional and irrevocable

guarantee by the Government of India for inter alia payment of

principal and interest payments till debt obligations in respect of

the Debentures are outstanding. It is clarified that GOI’s guarantee

does not extend to and GOI shall not be liable to pay any default

interest or penal or overdue interest or charges it being understood

that GOI’s liability is limited to payment of Principal and Interest

in terms of the Deed of Guarantee cum Indemnity executed by The

Government of India in favor of the Trustee. A copy of Deed of

Guarantee cum Indemnity is annexed at Annexure 10.

36

The Company shall open a no lien Designated Account which

would be exclusively used for servicing the liability towards

debentureholder(s) and the Trustee. The Company shall ensure

that the Designated Account is funded at least thirty-one (31) days

before to the respective Due Date of payment of Interest and

Principal. If the Designated Account does not have Adequate

Funds on or before thirty (30) days prior to the Due Date, then the

following mechanism would be triggered. The Trigger Dates for

the invocation of the GOI Guarantee would be any day on which

‘Event of Default’ is observed and is continuing or be as follows,

where ‘T’ refers to the Due Date for payment of interest and/or

principal:

Trigger Date Action Points

T-45 The Trustee shall within 45 days before each Due Date inform the Company in writing regarding the Due Date and the adequate funds which shall mean such amounts in the Designated Account as may be required for the full repayment of principal and interest due on the relevant due date in terms of the repayment schedule in the IM and such adequate funds shall include any amounts derived from the Air India Monetisation Escrow account and/ or the GoI through MoF in terms of the letter of assurance dated June 18, 2019. The Company shall ensure that the Adequate Funds are available in the Designated Account latest by 30 (thirty) calendar days before the Due Date.

T-30 If the Designated Account does not have Adequate Funds on or before thirty (30) days prior to the Due Date, it shall constitute an Event of Default.

T-29 Trustee shall intimate the GOI about the Event of Default. However, any failure on the part of the Trustee to send intimation to GOI shall not prejudice the right of the Trustee to invoke the Guarantee

T-8 working days

If default continues upto eight (8) working days before the Due Date, the Trustee shall invoke the Guarantee by sending a Notice to GOI. Upon receipt of Notice from the Trustee GOI shall transfer into the Designated Account by the Guarantor’s Payment Date (mean a date not later than seven (7) working days from the date of Notice or atleast one working day prior to Due Date whichever is earlier), Adequate Funds as notified by the Trustee in the Notice.

T-1 working day

The GOI has to fund the Designated Account for payment of interest and/or Principal.

T Due Date for Payment of Interest/Principal

In the event of Trustee’s failure to send the Notice within 60 days

after the Due Date, the right of the Trustee to invoke the Guarantee

shall lapse and this guarantee shall cease to exist only for that

37

portion of the liability for which the guarantee has not been

invoked.

In case the default occurs due to reasons other than default on

payment of Interest and/or Principal as mentioned above or due to

Accelerated Payment Even as described in this Summary Term

Sheet, the Trustee shall send a notice to GOI to invoke the

Guarantee within two (2) working days from the knowledge of

occurrence of such default. GOI irrevocably and unconditionally

agrees that it shall, forthwith on the receipt of notice without

demur, reservations, recourse, contest or protest and without any

reference to the Company, pay to the Trustee by the Accelerated

Payment Date (mean a date not later than seven (7) working days

from the date of notice), such amounts as may be claimed by the

Trustee.

Transaction documents

The Issuer has executed/ shall execute the documents including

but not limited to the following in connection with the issue:

1. Letter of Assurance dated June 18, 2019 and Deed of Guarantee

cum Indemnity dated August 30, 2019 attached herewith as

Annexure 10

2. Letter dated July 05, 2019 and having number

4005/ITSL/OPR/2019-20 appointing IDBI Trusteeship

Services Limited as Trustees to the Bondholders;

3. Debenture Trusteeship Agreement dated August 30, 2019/

Debenture Trust Deed (as required);

4. Rating Letter from rating agency ICRA and India Ratings;

5. Tripartite Agreement between the Issuer, Registrar and NSDL

for issue of Bonds in dematerialized form;

6. Tripartite Agreement between the Issuer, Registrar and CDSL


7. Letter appointing Registrar and MoU entered into between the

Issuer and the Registrar;

8. Listing Agreement with BSE; and

9. The Disclosure Document with the application form.

10. Any other document in connection with NCD issue

Conditions precedent to

subscription of Bonds

The subscription from applicants shall be accepted for allocation and

allotment by the Issuer, subject to the following:

a) Rating Letters from ICRA and India Ratings not more than

one month old from the Issue Opening Date; and

b) Consent Letter from the Trustees to act as Trustee to the

Bondholder(s).

Conditions subsequent to


The Issuer shall ensure that the following documents are executed/

activities are completed as per terms of the Disclosure Document:

a) Credit to Demat Account(s) of the Allottee(s) by number of

Bonds allotted within 2 Business Days from the Deemed Date

of Allotment

b) Making application to BSE within 15 days from the Deemed

38

Date of Allotment to list the Bonds and seek listing permission

within 20 days from the Deemed Date of Allotment

Events of Default As Given Below

Cross Default NA

Mode of Subscription

Successful bidders are required to do the funds pay-in from their same

bank account which is updated by them in the BSE Bond - EBP Platform

(as applicable) while placing the bids and into the relevant designated

bank account. In case of mismatch in the bank account details between

BSE Bond -EBP Platform (as applicable) and the bank account from

which payment is done by the successful bidder, the payment will be

returned back. Payment should be made by the deadline specified by

the BSE. Successful bidders should do the funds pay-in to the bank

accounts of the clearing corporation of the relevant Exchanges as

further set out under “Particulars of the Offer’ Section in Form PAS-4.

Role and Responsibilities

of Trustees to the Issue

The Trustees shall perform its duties and obligations and exercise

its rights and discretions, in keeping with the trust reposed in the

Trustees by the Bondholders and shall further conduct itself, and

comply with the provisions of all applicable laws, provided that, the

provisions of Section 20 of the Indian Trusts Act, 1882, shall not be

applicable to the Trustees. The Trustees shall carry out its duties and

perform its functions as required to discharge its obligations under

the terms of the Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008, the Securities and

Exchange Board of India (Debenture Trustees) Regulations, 1993, the

Debenture Trusteeship Agreement, Disclosure Document and all other

related Transaction Documents, with due care, diligence and loyalty.

Governing Law and

Jurisdiction

The Bonds are governed by and shall be construed in accordance

with the existing laws of India. Any dispute arising thereof shall be

subject to the jurisdiction of courts of New Delhi. *Under the RBI circular no. RBI/2014-15/475 DNBR (PD) CC No. 021/03.10.001/2014-15 dated February 20, 2015, as

amended, there shall be no limit on the number of subscribers in respect of issuances with a minimum subscription of

Rs.1 Crore and above. Events of Default i) Payment Default: a) The Trustee shall within 45 days before each Due Date inform the Company in writing regarding the Due Date and the Adequate Funds. The Company shall ensure that the Adequate Funds are available in the Designated Account latest by 30 (thirty) calendar days before the Due Date. b) In case the Designated Account does not have Adequate Funds latest by thirty (30) days prior to the Due Date, it shall constitute a Payment Default. c) In the case of a Payment Default, the Trustee shall: I. Intimate the GOI about the Payment Default committed by the Company on the next working day.

II. In case the Designated Account is not funded to the extent of Adequate Funds at least eight (8) working days before the Due Date, the Trustee shall forthwith invoke the GOI guarantee by sending Notice of Invocation to the GOI in the manner provided in the Guarantee Agreement. Any invocation of the guarantee pursuant to the Guarantee Agreement should be within Sixty (60) days from the

39

Due Date. In case the guarantee is not invoked within the stipulated period of Sixty (60) days, the guarantee shall cease to exist only for that portion of the Principal and/or Interest for which the guarantee has not been invoked.

ii) Other Default Notwithstanding anything contained hereinabove, the repayment of the whole of the Principal together with the payment of accrued Interest shall stand accelerated and shall be deemed forthwith to have become due and payable on the happening of any of the following events:-

a) If a petition for winding up of the Company shall have been admitted or if an order of a court of a competent jurisdiction is made or a resolution for the winding up of the Company has been passed and the order of admission for winding up has not been stayed or vacated by the court within a period of 180 days from the passing of such order or if the Company has not filed an appeal against such order;

b) If an encumbrancer takes possession, or a receiver is appointed, of the material properties and material assets of the Company and such possession or appointment has not been stayed or vacated by the court within a period of 180 days from the date of possession or if the Company has not filed an appeal against such order;

c) If a distress, execution or other process shall be levied or enforced upon or taken out against the

material properties and material assets of the Company and shall not be withdrawn or discharged, satisfied or paid out within 180 days or such extended period as may be agreed to in writing by the Trustee from the date of levy or enforcement of such distress, execution or other process or if the Company has not filed an appeal against such distress, execution or other process or taking of the material properties and material assets of the Company;

d) If the Company at any time fails to observe or perform any material covenants, conditions or provisions herein contained and on its part to be observed and performed and the Company continues to fail to perform such material covenant, condition or provisions within a period of 180 days of being notified of such failure by the Trustee;

e) When the Company without the consent of Debenture Holders ceases to carry on its business or gives notice of its intention to do so;

f) When any breach of the terms of the Information Memorandum inviting the subscriptions of debentures or of the covenants of this deed is committed.

Procedure in case of Other Default:

a) The Trustee shall forthwith notify the Company to transfer the entire Principal and accrued Interest to the Designated Account;

b) If the Company does not fund the Designated account to the required extent, the Trustee shall, within two working days from the knowledge of occurrence of the Other Default invoke the guarantee in terms of clause 5.4 of the Guarantee Agreement;

c) The Guarantee Agreement provides that the GOI shall pay the entire Principal and Interest on a date not later than seven (7) working days from the date of such notice.

(iii) All expenses incurred by the Debentureholder (s)/Beneficial Owner(s)/ Trustee after an Event of Default has occurred in connection with collection of amounts due under this Deed, shall be payable by the Company.

40

T. DISCLOSURE OF CASH FLOWS: In pursuance of SEBI circular no. CIR/IMD/DF/18/2013 dated October 29,

2013 read with SEBI Circular no. CIR/IMD/DF-1/122/2016 November 11, 2016, set forth below is an illustration for guidance in respect of the day count convention and effect of holidays on payments.

Cash Flows Interest Payment

Date Actual Date of

Payment No. of days in

Coupon Period Amount

(in Rupees)

1st Coupon [•] [•] [•]

2nd Coupon [•] [•] [•]

3rd Coupon [•] [•] [•]

4th Coupon [•] [•] [•]

5th Coupon [•] [•] [•]

6th Coupon [•] [•] [•]

7th Coupon [•] [•] [•]

8th Coupon [•] [•] [•]

9th Coupon [•] [•] [•]

10th Coupon [•] [•] [•]

11th Coupon [•] [•] [•]

12th Coupon [•] [•] [•]

13th Coupon [•] [•] [•]

14th Coupon [•] [•] [•]

15th Coupon [•] [•] [•]

16th Coupon [•] [•] [•]

17th Coupon [•] [•] [•]

18th Coupon [•] [•] [•]

19th Coupon [•] [•] [•]

20th Coupon [•] [•] [•]

Principal [•] [•] [•]

TOTAL [•]

U. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE

SIZE, UTILIZATION OF ISSUE PROCEEDS, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

1. ISSUE SIZE

Air India Assets Holding Limited (“AIAHL”/ “Company”/ “Issuer”) proposes to raise an amount aggregating to Rs. 8,064 Crore with a base Issue Size of Rs. 1,000 Crore and an Option to retain Oversubscription Upto Rs. 7,064 Crore.

2. PRESENT ISSUE Private placement and subsequent listing of GOI Guaranteed, Redeemable, Unsecured, Taxable, Non-Convertible Debentures of Face Value of Rs. 10 Lakh Each at Par Aggregating to Total Issue Size Not Exceeding Rs. 8,064 Crore with a base Issue Size of Rs. 1,000 Crore and an Option to retain Oversubscription Upto Rs. 7,064 Crore by Air India Assets Holding Limited.

3. NATURE OF THE INSTRUMENT

41

GOI guaranteed, Unsecured, Redeemable, Taxable, Non-Convertible Debentures

4. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR Each Debenture has a face value of Rs. 10,00,000 /- (Rupees ten lakh only) and is issued at par i.e. for Rs. 10,00,000 /- (Rupees ten lakh only) per Debenture.

5. LISTING

Proposed on the Wholesale Debt Market (WDM) Segment of the BSE. The Designated stock exchange for purpose of this issue will be BSE.

6. ELIGIBILITY TO COME OUT WITH THE ISSUE

The Issuer or the person in control of the Issuer, or its promoter, has not been restrained or prohibited or debarred by SEBI/ any other Government authority from accessing the securities market or dealing in securities and such direction or order is in force.

7. AUTHORITY FOR THE ISSUE

The present placement of Debentures is being made pursuant to the following:

A. The Plan for Operational & Financial Efficiency (“OFE Plan”) in Air India has been approved in the

meeting of Ministry of Finance, Department of Economic Affairs -Budget Division held on

September 07, 2018 recorded in the Office memorandum dated September 19, 2018 (Annexure 9)

B. The Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August

30, 2019 (Annexure 10)

C. A separate escrow mechanism (Annexure 11) to hold monetization proceeds.

D. Resolutions passed by the Board of Directors at its meeting held on May 22, 2019 and Shareholders

of the company at the meeting held on March 26, 2019 (Annexure 6 and 7)

8. UNDERWRITING The present Issue of Debentures on private placement basis has not been underwritten. 9. AN UNDERTAKING THAT THE ISSUER SHALL USE A COMMON FORM OF TRANSFER

The Debentures shall be transferred subject to and in accordance with the rules/procedures as prescribed by the NSDL/CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if

42

any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

The Company undertakes that it shall use a common form/procedure for transfer of Debentures issued under terms of this Disclosure Document.

10. TERMS AND CONDITIONS OF THE ISSUE

This is a confidential Disclosure Document setting out the terms and conditions pertaining to issue of GOI Guaranteed, Unsecured, unsubordinated, Fully Paid-Up, Listed, Redeemable and Non-Convertible Bonds in the nature of Debentures (NCD) of Rs. 10 lakh/- each for cash at par aggregating to Rs. 8,064 Crore denominated as Series 3 with tenure of 10 years on Private Placement basis to be issued by Air India Assets Holding Limited (“AIAHL”/ “Company”/ “Issuer”). Your participation is subject to the completion and submission of Application Form along with application money and acceptance of the offer by the Company.

11. TERMS OF PAYMENT

The full-face value of the Debentures applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the NEFT/RTGS for the full-face value of the Debentures applied for.

Face Value Per Debenture Amount Payable on Application per Debenture

Rs. 10,00,000/- (Rupees Ten Lakh only) Rs. 10,00,000/- (Rupees Ten Lakh only)

12. DEEMED DATE OF ALLOTMENT

Interest on Debentures shall accrue to the Debenture holder(s) from the Deemed Date of Allotment. All benefits relating to the Debentures will be available to the investors from the Deemed Date of Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/deemed date(s) of allotment at its sole and absolute discretion without any notice. In case the issue closing date is changed (preponed/postponed), the Deemed Date of Allotment may also be changed (preponed/postponed) by the Company at its sole and absolute discretion.

13. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE OF LETTER(S) OF ALLOTMENT The beneficiary account of the investor(s) with NSDL or CDSL or Depository Participant will be given initial credit within 15 (fifteen) days from the Deemed Date of Allotment. The initial credit in the account will be akin to a letter of Allotment. On completion of the all-statutory formalities, such credit in the account will be akin to a Bond certificate.

14. MINIMUM SUBSCRIPTION

As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription for the overall issuance shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/proceed(s) in the event of the total aggregate issue collection falling short of issue size or certain percentage of issue size.

15. BASIS OF ALLOCATION/ALLOTMENT

43

Beginning from the issue opening date and until the day immediately prior to the Issue closing date, firm allotment against valid applications for the Bonds will be made to applicants in accordance with applicable SEBI regulations, operational guidelines of the Exchanges and all applicable laws. At its sole discretion, the Issuer shall decide the amount of over subscription to be retained over and above the Base Issue size. The allotment of valid applications received on the closing day shall be done on yield-time priority basis in the following manner: (a) allotment would be done first on “yield priority” basis; (b) where two or more bids are at the same yield, then the allotment shall be done on “time priority” basis (c) where two or more bids have the same yield and time, then allotment shall be done on “pro-rata” basis.

16. MARKET LOT

The market lot will be one Debenture (“Market Lot”) of the Face Value of Rs. 10 lakh (Rupees Ten Lakh each). 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.

17. TRADING OF DEBENTURES

The marketable lot for the purpose of trading of Debentures shall be 1 (one) Debenture of face value of Rs. 10,00,000/- each. Trading of Debentures would be permitted in demat mode only in standard denomination of Rs.10,00,000/- and such trades shall be cleared and settled in recognized stock exchange(s) subject to conditions specified by SEBI. In case of trading in Debentures which has been made over the counter, the trades shall be reported on a recognized stock exchange having a nationwide trading terminal or such other platform as may be specified by SEBI.

18. INTEREST ON APPLICATION MONEY

Interest at appropriate Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Debentures.

Such interest on application money shall be paid from the date of realization of application money in the issuer’s bank account upto one day prior to the Deemed Date of Allotment. The interest on application money will be computed on an Actual day basis. Such interest would be paid on all the valid applications.

The issuer shall not be liable to pay any interest in case of invalid applications or applications liable to be rejected including application made by person who is not an eligible investor.

The interest on application money shall be payable by the issuer through electronic mode within 15 days from the deemed date of allotment and will be dispatched by registered post to the sole/ first applicant at the sole risk of the applicant. The issuer shall take the relevant details from the application form/depositories. In absence of complete bank details i.e correct/updated bank account number, IFSC/ RTGS/ NEFT code etc. the issuer shall make

44

the payment through cheque(s)/ demand draft(s) or any other mode of payment as per the discretion of the issuer.

19. INTEREST ON THE DEBENTURES

The Debentures shall carry interest at appropriate coupon rate as mentioned in the Summary Term Sheet (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) on the outstanding principal amount of Debentures. The interest shall be serviced at such intervals as may be mentioned in the Summary Term Sheet throughout the tenure of the Debentures till final redemption. The Final interest payment would be made on redemption date along with the redemption of principal amount. Interest on Debentures will cease on the date of final redemption in all events.

Payment of interest shall be made through electronic mode to the bondholders who names appear on the list of beneficial owners given by the DP to R&TA as on the record date fixed by the issuer in the bank account which is linked to the demat of the bondholder. In absence of complete bank details i.e correct/updated bank account number, IFSC/ RTGS/ NEFT code etc. the issuer shall make the payment through cheque(s)/ demand draft(s) or any other mode of payment as per the discretion of the issuer. Interest or other benefits with respect to the Bonds would be paid to those Bondholders whose names appear on the list of beneficial owners given by the DP to R&TA as on the Record Date. In case the beneficial owner is not identified by the depository on the Record Date due to any reason whatsoever, Issuer shall keep in abeyance the payment of interest or other benefits, till such time the beneficial owner is identified by the depository and intimated to the Issuer. Issuer shall pay the interest or other benefits to the beneficiaries identified, within a period of 15 days from the date of receiving such intimation. Issuer will not pay interest or any amount in whatever name for the intervening period from Record Date to the actual date of payment of interest.

If any interest payment date falls on a day which is not a Business Day, then payment of interest will be made on the next day that is a business day.

In case the Deemed Date of Allotment is revised (preponed/postponed) then the Interest Payment Dates may also be revised (preponed/postponed) accordingly by the Company at its sole & absolute discretion.

20. COMPUTATION OF INTEREST

Interest for each of the interest periods shall be computed as per Actual/Actual day count convention on the face value amount of Debentures outstanding at the Coupon Rate rounded off to the nearest Rupee. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the face value amount of Debentures outstanding.

21. EFFECT OF HOLIDAYS: - As per SEBI Circular Dated November 11, 2016

If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent

45

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 holiday. If the Redemption Date and Coupon Payment Date of the debentures falls together on a

day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on

previous working Business Day along with interest accrued on the debentures until but

excluding the date of such payment.

22. RECORD DATE

The “Record Date” for the Debentures shall be as mentioned in the Summary Term Sheet. 23. PUT & CALL OPION Put Option: Nil

Call Option: Nil 24. REDEMPTION

The face value of the Debentures shall be redeemed at par, on the Redemption Date. The Debentures will not carry any obligation, for interest or otherwise, after the Redemption Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to the registered Debenture Holders whose name appear in the Register of Debenture Holders on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holders.

25. PAYMENT ON REDEMPTION

The redemption proceeds shall be made through electronic mode to the bondholders whose names appear on the list of beneficial owners given by the DP to R&TA as on the record date fixed by the Issuer in the bank account which is linked to the demat of the bondholder. However, in absence of complete bank details i.e. correct/updated bank account number, IFSC/RTGS code/NEFT code etc., The Issuer shall be required to make payment through cheques / DDs or any other mode of payment as per the discretion of the Issuer on the due date at the sole risk of the bondholders. The redemption proceeds shall be paid to those Bondholders whose names appear on the list of beneficial owners given by the DP to R&TA as on the record date fixed by the Issuer for the purpose of redemption. In case the beneficial owner is not identified by the depository on the record date due to any reason whatsoever, issuer shall keep in abeyance the payment of redemption proceeds, till such time the beneficial owner is identified by the depository and intimated to R&TA. Issuer shall pay the redemption proceeds to the beneficiaries identified within 15 days of receiving such intimation. Issuer will not be liable to pay any interest, income or compensation of any kind in whatever name for the intervening period from record date to the actual date of payment of redemption proceeds, in such cases where the DP does not identify the beneficial owner on the record date. The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/CDSL Depository

46

Participant. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being made, the Company will inform NSDL/CDSL Depository Participant and accordingly the account of the Debenture holders with NSDL/CDSL Depository Participant will be adjusted.

The Company's liability to the Debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

26. DEPOSITORY ARRANGEMENTS

The Company has appointed Karvy Fintech Private Limited, as Registrars & Transfer Agent for the present Debenture issue. The Company shall make necessary depository arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL) for issue and holding of Debenture in dematerialized form. In this context the Company shall sign tripartite agreement as under:

Tripartite Agreement between Issuer Company, RTA and National Securities Depository Ltd. (NSDL) for offering depository option to the investors.

Tripartite Agreement between Issuer Company, RTA and Central Depository Services (India) Limited (CDSL) for offering depository option to the investors.

Investors can hold the Debentures only in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

27. LIST OF BENEFICIAL OWNERS

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount on maturity, as the case may be.

28. LETTER OF ALLOTMENT AND DEBENTURE CERTIFICATE

The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) Depository Participant will be given initial credit within 3 days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate.

29. ISSUE OF DEBENTURE CERTIFICATE(S)

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

47

30. JOINT-HOLDERS

Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to the provisions contained in the Companies Act,2013, Articles of the Company and amendments thereto.

31. SHARING OF INFORMATION

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

32. MODE OF TRANSFER OF DEBENTURES

Debentures shall be transferred subject to and in accordance with the rules/procedures as prescribed by the NSDL/CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Transfer of Debentures to and from NRIs/OCBs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company.

33. SUCCESSION

In the event of the demise of the sole/first holder of the Debenture(s) or the last survivor, in case of joint holders for the time being, the Company shall recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). The Company shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture (s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity.

Where a non-resident Indian becomes entitled to the Debenture by way of succession, the following steps have to be complied with:

Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debenture was acquired by the NRI as part of the legacy left by the deceased holder.

Proof that the NRI is an Indian National or is of Indian origin.

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Such holding by the NRI will be on a non-repatriation basis and all the payment will be made through proper banking channel and the payments will be made only in Indian National Rupee (INR).

34. RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realization of application money till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

Number of Debentures applied for is less than the minimum application size;

Applications exceeding the issue size;

Bank account details not given;

Details for issue of Debentures in electronic/ dematerialized form not given; PAN/GIR and IT Circle/Ward/District not given;

In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc relevant documents not submitted;

In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.

35. FICTITIOUS APPLICATIONS

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who— (a) Makes or abets making of an application in a fictitious name to a

company for acquiring, or subscribing for, its securities; or

(b) Makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or

(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name.

Shall be liable for action under Section 447.” 36. FUTURE BORROWINGS

The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue bonds/ debentures or other securities in any manner with ranking as senior or on pari passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the Bondholder(s) or the Trustees in this connection.

49

In relation to the aforesaid, it is hereby clarified that such borrowing or raising of loans or availing of financial assistance from any Bank or any other entity may be on such terms and conditions as the GoI (being the 100% shareholder) may deem fit, in accordance with applicable laws, and may be secured and/or unsecured, at the discretion of the Issuer/GoI .

37. RANKING OF BONDS

The Bonds are unsecured, redeemable, non-convertible, non-cumulative, taxable bonds in the nature of debentures. The Bonds shall rank pari-passu inter se and, subject to any obligations preferred by mandatory provisions of the law prevailing from time to time, shall also as regards repayment of principal and payment of interest, rank pari-passu with all other existing unsecured borrowings (except subordinated debt) of the Issuer.

38. RIGHTS OF DEBENTURE HOLDER(S)

The Debenture holders will not be entitled to any rights and privileges of share-holders other than those available to them under statutory requirements. The Debentures shall not confer upon the holders the right to receive notice, or to attend and vote at the general meetings of shareholders of the Company. The principal amount and interest, if any, on the Debentures will be paid to the sole holder only, and in the case of joint holders, to the one whose name stands first in the Register of Debenture holders. The Debentures shall be subject to other usual terms and conditions incorporated in the Debenture certificate(s) that will be issued to the allottee(s) of such Debentures by the Company and also in the Trustee Agreement/Trust Deed.

39. MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Debentures may be varied,

modified or abrogated with the consent, in writing, of those holders of the Debentures who

hold at least three fourth of the outstanding amount of the Debentures or with the sanction

accorded pursuant to a resolution passed at a meeting of the Debenture Holders, provided

that nothing in such consent or resolution shall be operative against the Company where

such consent or resolution modifies or varies the terms and conditions of the Debentures, if

the same are not acceptable to the Company.

40. DEBENTURE HOLDER NOT A SHAREHOLDER

The Debenture Holders will not be entitled to any of the rights and privileges available to the shareholders. If, however, any resolution affecting the rights attached to the Debentures is placed before the members of the Company, such resolution will first be placed before the Debenture Holders through the Trustees for their consideration.

41. NOTICES

All notices required to be given by the Issuer or by the Trustees to the Debenture Holders shall be deemed to have been given if sent by ordinary post/courier to the original sole/first allottees of the Debentures and/or if published in one All India English daily newspaper and one regional language newspaper.

50

All notices required to be given by the Debenture Holder(s), including notices referred to under “Payment of Interest”, and “Payment on Redemption” shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time.

42. PAN/GIR NUMBER

All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle/Ward/District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

43. 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. Tax exemption certificate/document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 (thirty) calendar working days before the interest payment dates.

Tax exemption certificate/declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Where any deduction of Income Tax is made at source, the Company shall send to the Debenture Holder(s) a Certificate of Tax Deduction at Source. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s).

Tax Deducted at source will paid to Income tax authorities on accrual or payment whichever is earlier basis.

44. TAX BENEFITS TO THE DEBENTURE HOLDERS OF THE COMPANY

The holder(s) of the Debentures are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/counsel.

45. SIGNATURES

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of the Issuer or by a Magistrate/Notary Public under his/her official seal.

46. ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money. However, the Bankers to the Issue receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the acknowledgement slip at the bottom of each Application Form.

47. DISPUTES & GOVERNING LAW

51

The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof will be subject to the jurisdiction of the Courts at the city of New Delhi.

48. FORCE MAJEURE

The Company reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Company reserves the right to change the Issue Schedule.

49. THE DISCOUNT AT WHICH SUCH OFFER IS MADE AND THE EFFECTIVE PRICE FOR THE

INVESTOR AS A RESULT OF SUCH DISCOUNT

The Debentures are being issued at face value and not at discount to offer price.

V. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By very nature of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the Issuer. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Registered Office of the Issuer between 1.00 p.m. and 2.00 p.m. on any working day until the issue closing date.

1. MATERIAL CONTRACTS:

(a) Copy of letter appointing Registrar and Transfer Agents annexed hereto as Annexure

4. (b) Copy of letters appointing Advisor to the Issue. (c) Copy of letter appointing Trustees to the Debenture Holders annexed hereto as

Annexure 3. (d) Tripartite Agreement between the Issuer, NSDL and Registrars for issue of

Debentures in dematerialised form. (e) Tripartite Agreement between the Issuer, CDSL and Registrars for issue of

Debentures in dematerialised form. (f) The meeting of Ministry of Finance, Department of Economic Affairs -Budget

Division held on September 07, 2018 recorded in the Office memorandum dated September 19, 2018

(g) Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August 30, 2019

(h) Escrow Agreement

2. DOCUMENTS:

(a) Memorandum and Articles of Association of the Company as amended from time to time.

(b) Board Resolutions dated May 22, 2019 and Shareholders Resolution dated March 26, 2019 authorizing issue of Debentures offered under terms of this Disclosure document.

52

(c) Letter of acceptance dated July 05, 2019 from IDBI Trusteeship Services Limited to act as trustees for the Debentures issue.

(d) Letter of consent from the October 04, 2019 for acting as Registrars to the Issue. (e) In principle Approval for listing of Debentures from BSE

53

W. FORM PAS - 4

FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER LETTER

[Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

AIR INDIA ASSETS HOLDING LIMITED

(A Govt. of India undertaking)

ADDRESS: Indian Airlines Bldg,113, Gurudwara Rakabganj Road,

New Delhi North East 110001

TEL NO.: 011-2342 2000

Email: [email protected]

WEBSITE: www.aiahl.in

CIN: U74999DL2018GOI328865

1. GENERAL INFORMATION

A. Name, address, website and other contact details of the company indicating both registered

office and corporate office:

SR. No PARTICULARS : DETAILS

(i) REGISTERED OFFICE OF THE ISSUER

Name : Air India Assets Holding Limited


Tele No : 011-2342 2000



(ii) COMPLIANCE OFFICER OF THE ISSUER

Name : Ms. Shilpi Singh


Tele No : 011-2342 2000



(iii) CHIEF FINANCIAL OFFICER OF THE ISSUER

Name : Mr. Vijay Jadhav


Tele No : 011-2342 2000



B. Date of incorporation of the company: 22-01-2018

Business carried on by the company and its subsidiaries with the details of branches or units,

C. if any:







54

Air India Assets Holding Limited (AIAHL) is a Special Purpose Vehicle (SPV) formed by Government of

India (GoI) wherein the GoI holds 100% shareholding with an aim to provide unified asset holding

services as stated in Object Clauses of its Memorandum of Association.

The objects to be pursued by AIAHL on its incorporation are:

1. To acquire from Air India Limited (AIL) its

a. shares held in:

(i) Air India Air Transport Services Limited,

(ii) Air India Engineering Services Limited,

(iii) Airline Allied Services Limited, and

(iv) Hotel Corporation of India Limited.

b. paintings, artifacts and other non-operational assets, whether or not reflected in the balance

sheet, all as may be decided by AIL/ GoI.;

c. non-core assets, as may be decided by AIL/GoI;

d. immovable properties, whether leasehold or freehold, moveable properties including

intangible properties such as but not limited to trademarks, brand names, goodwill, copyright

and other intellectual property rights, slots at airports, landing rights, operating rights, goodwill,

and other rights, in each case whether or not reflected in the balance sheet, as may be decided

by AIL/GoI;

e. accumulated working capital loans not backed by any asset; and

f. other assets/liabilities or of its subsidiaries, as may be decided by AIL/GoI.

FINANCIAL RESTRUCTURING PLAN

A. AIL has received continuous support from GoI through the implementation of Turnaround Plan/

Financial Restructuring Plan (TAP/FRP) approved in 2012. As per the TAP/FRP GoI has continually provided AIL with financial support. In light of continued financial support meted out by GoI, subsequently a strategic plan was prepared by AIL. The objective of the strategic revival plan was to establish a strong competitive and self-sustaining airline which can be strategically divested or listed in the next few years.

B. Essentially AIAHL has been set up with the objective of acquiring the non-core assets of AIL, its subsidiaries, certain immovable properties and working capital loans and rights acquired amongst other objects. In continuation of this process, the Plan for Operational & Financial Efficiency in Air India has been approved in the meeting of Ministry of Finance, Department of Economic Affairs -Budget Division held on September 07, 2018. It was decided by AISAM that the debt amounting to Rs. 29,464 crore would be transferred from AIL to AIAHL/ w.e.f October 01, 2018 which was approved by the Department of Economic Affairs. Further deliverables were mentioned in the Office Memorandum of Ministry of Finance, Department of Economic Affairs dated September 19, 2018.

C. In view of the above and the proposal as specifically approved by the Ministry of Finance the

total Rs. 29,464 crore debt identified by Air India shall be refinanced by AIAHL in two phases

55

namely, the Novation of the existing Non-convertible Debentures (NCDs) of Rs. 7,400 crore issued to LIC/ EPFO/ Coal mines by Air India, backed by GoI Guarantee cum Indemnity dated November 02, 2012 and the refinancing of debt of Rs. 22,064 crore by SPV, vide issuance of fresh NCDs of Rs. 15,064 crore by the SPV backed by GoI guarantee and fresh NCDs of Rs. 7,000 crore by the SPV through GoI fully serviced Bonds. There is also a separate escrow mechanism to hold monetisation proceeds of the sale of non-core assets to be transferred from AIL. The proceeds of such fresh NCDs shall be used by AIAHL to refinance the loans availed by AIL from various Banks.

d. Brief particulars of the management of the company:

Name DIN Designation

MR. ASHWANI LOHANI 01023747 CHAIRMAN -NOMINEE DIRECTOR

MS. ANURADHA THAKUR 07293445 NOMINEE DIRECTOR

MR. VINOD SHANKER HEJMADI 07346490 DIRECTOR

MR. SATYENDRA KUMAR MISHRA 07728790 DIRECTOR

MR. VIJAY JADHAV _ CHIEF FINANCIAL OFFICER

MS. SHILPI SINGH _ COMPANY SECRETARY

e. Names, addresses, DIN and occupations of the directors:

SL. Name,

Designation and DIN

Age Address

Director of the

Company since


1.

Mr. Ashwani Lohani

(Nominee Director)

DIN: 01023747

60

House No. 4, Railway

Officer Colony Sardar

Patel Marg,

Chanakya Puri New

Delhi 110021 Dl In

14/02/2019 1. Air India Limited

2. Hotel Corporation Of India

Limited

3. Airline Allied Services

Limited

4. Air India Express Limited

5. Air-India Engineering

Services Limited

6. Air India Air Transport

Services Limited

5. Air India Sats Airport

Services Private Limited

2. Ms. Anuradha

Thakur (Nominee

Director) DIN:

07293445

49 Flat No. C-Ii-174,

Satya Marg

Chanakyapuri New

Delhi 110021 Dl In

26/10/2018 1. National Financial Holdings

Company Limited

2. Himachal Pradesh

Minorities Finance And Dev

Corporation

3.

Mr. Vinod Shanker

Hejmadi (Director-

Fin) DIN: 07346490

54 202, Silver Lining ,

Road No-2, Sunder

Nagar Kalina

Santacruz East

Mumbai, Vidyanagari

Mumbai 400098 Mh

In

22/01/2018 1.Air India Limited 2. Hotel Corporation Of India Limited

7 3. Airline Allied Services Limited 8 4. Air India Express Limited 9 5. Air-India Engineering

Services Limited

56

10 6. Air India Air Transport Services Limited 7. Air India Sats Airport Services Private Limited

4.

Mr. Satyendra

Kumar Mishra

(Director) DIN:

07728790

54

F-13 , Type-5b ,

Block-F , Hudco Place

Extension New Delhi

110049 Dl In

22/01/2018 1. Air India Limited 2.Hotel Corporation Of India Limited 3.Air-India Engineering Services Limited 4.Air India Air Transport Services Limited


f. Management’s perception of risk factors:

An investment in Debentures involves a high degree of risk. Investors should carefully consider each of the following risk factors and all the information set forth in this Offer Letter before making an investment in the Debentures. The risks and uncertainties described in this section are not the only risks that the Issuer currently faces. Additional risks and uncertainties not presently known to the Issuer may also have an adverse effect on the Issuer’s business, results of operations and financial condition. If any particular or some combinations of the following risks or other risks that are not currently known actually occur, the business prospects, results of operations and financial condition of the Issuer could be adversely affected. The actual occurrence of such risks will also affect the trading price of the Debentures and the value of your investment could decline or be lost. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not, in any manner, indicate a ranking of risk factors or the importance of one risk factor over another.

RISKS RELATING TO ISSUER’S BUSINESS We may be exposed to litigation risks We are currently not involved in any legal proceedings, neither as plaintiffs nor as defendants. It is generally not possible to predict that in future there will be no proceedings against the Issuer. There is no guarantee that in future we will not be found liable under any legal proceeding(s). Any future negative outcome in lawsuits pertaining to the GoI’s obligations to fully service the bonds, could have a material adverse effect on our business, financial condition and results of operations, which could in turn adversely affect our ability to fulfil obligations under the Debentures.

In case monetization proceeds from the Identified non-core Assets and Subsidiaries are not deposited to the Designated account of the Issuer on time.

As per the OFE plan, the monetization proceeds of these assets will be transferred to a separate escrow account for payment of Principal and Interest of issued NCDs. Any failure in depositing these funds into the escrow account by Air India Limited may temporarily affect the flow of funds. But this risk has been mitigated by letter of Assurance dated June 18, 2019 as per which the GoI shall make good any such shortfall by directly depositing the funds into the Designated account of the Issuer.

57

We have to comply with various applicable Laws for carrying out the operations of the Issuer

Various laws have to abided and followed by the Issuer for carrying out the operations of the Company. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and even criminal penalties, the imposition of remedial obligations, the denial or revocation of permits or other authorizations and the issuance of injunctions that may limit or prohibit our operations.

We are in the process of appointing certain Independent Directors to our Board

As we are a Government Company and have just initiated the process of listing, our Board is deficient in certain positions and we are in the process of making appointments in such positions. These appointments will be made in due course. There is a risk that there will be a delay in making such appointments.

In addition to transfer of proceeds from monetisation of non-core assets of Air India Limited to

the Issuer, there may be transfer of certain subsidiaries to AIAHL. As and when this transfer

becomes effective, AIAHL will be the holding company of these subsidiaries. Consequently,

depending upon the terms of the transfers, the existing Escrow Agreement may be amended

to include any such transfer. There is a risk that after transfer of subsidiaries and such

subsidiaries becoming assets of AIAHL, the financials of such subsidiaries will be consolidated

into AIAHL.

The CCEA in its meeting held on June 28, 2017 gave in principle approval for strategic disinvestment of Air India and its 5 Subsidiaries. The CCEA approved the constitution of AISAM on the same date for guiding the process of strategic divestment on the following issues, amongst others, hiving off certain assets to a shell company (AIAHL). In continuation of this, AISAM, in its 21 September 2017 and 5 October 2017 meetings, decided on the demerger and strategic divestment of the following subsidiaries and joint venture: A. Air India Express Limited (AIXL) – shall be sold with Air India since it is a profit-making entity B. AI SATS (JV) – Given the restriction on the transfer of the shares as per the JV agreement, it

was to be sold along with Air India C. Air India Air Transport Service Limited (AIATSL) – transferred to SPV D. Airline Allied Services Limited (AASL) – transferred to SPV E. Air India Engineering Service limited (AIESL) – transferred to SPV F. Hotel Corporation of India (HCI) – Delhi unit would be shut down by 2019 and the J&K

operations shall be transferred to the SPV It was decided that accumulated working capital loans not backed by assets shall be transferred to the SPV, which will be serviced by selling the identified subsidiaries and non-operational assets like paintings and artifacts and other non-operational assets including land and buildings. For the above stated purpose, the Issuer, a 100% GOI owned company, was formed as a SPV. Subsequently, the Plan for Operational & Financial Efficiency in Air India was approved in the meeting of Ministry of Finance, Department of Economic Affairs -Budget Division held on September 07, 2018. It was decided by AISAM that the debt amounting to Rs. 29,464 crore would be transferred from Air India Limited (AIL) to AIAHL w.e.f October 01, 2018. Further as recorded in the Office Memorandum of Ministry of Finance, Department of Economic Affairs dated September 19, 2018, the sale /disinvestment of only AIATSL was agreed upon. Accordingly, for the purpose of monetisation of non-core assets, the identified non-core assets shall be sold-off and proceeds from the monetization of these assets shall accrue to the Issuer, net of transaction

58

costs, if any. The proceeds shall be deposited in an escrow account and shall be used for retiring the identified debt of Air India. The income earned on such non-core assets shall also be deposited in the escrow account. Air India has sold off some of the non-core assets by March 31, 2019 and tendering process for rest of the assets is in progress. The present Escrow Agreement in its schedule includes assets to be monetised by AIL and only the proceeds of which will be transferred into the AIAHL’s Escrow Account i.e Designated Monetisation Escrow Account. In accordance with the statements made by AISAM in its meetings dated September 21, 2017 and October 05, 2017 where a transfer of the following subsidiaries namely AIATSL, AASL, AIESL and HCI was deliberated and further, in the September 07, 2018 meeting, in which proceeds of AIATSL after sale are to be deposited in the Escrow Account, that, as and when this transfer of subsidiaries to AIAHL becomes effective, AIAHL will be the holding company of these subsidiaries and their financials will be consolidated from the date of such proposed transfer. Consequently, the existing Escrow Agreement may be amended to include any such transfer. As the Bonds are unconditionally and irrevocably guaranteed by GoI, any liability of AIAHL or deficit in monetisation will not affect the obligation of GoI for guaranteeing these Bonds. RISKS RELATED TO THE DEBENTURES Non-maintenance of DRR by Listed Companies as per the Companies (Share Capital and Debentures) Amendment Rules,2019 dated August 16, 2019. As per the recent amendment in the Companies (Share Capital and Debentures) Amendment Rules,2019 dated August 16, 2019, a listed company need not maintain a Debenture Redemption Reserve (DRR) for public as well as private placement issues. By virtue of this, the Bonds which shall be listed on the BSE, thereby the company becoming a listed company, will be availing of the recent exemption vide the amended Rules as it shall be exempted from maintaining the DRR under the said amendment. In the event, we are required to maintain DRR pursuant to subsequent change in laws or regulations, the same shall be complied by the Issuer. The Debentures bear certain regulatory risks Since the Company is wholly owned by GoI, future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the Securities and Exchange Board of India (SEBI), may adversely affect the rights of the holder of the Debentures. The timing and content of any new law or regulation is not within our control and any such new law, regulation, comment, statement or policy change could have an adverse effect on the market for and the price of the Debentures.

Further, the exercise by the Debentures Trustee of the powers and remedies conferred on it respectively under the Debentures, and the related transaction documents, otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. In the event any dispute arises between the Company and a holder of the Debentures, the holder may need to take judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may also be subject to various delays including as a result of multiple levels of appellate adjudication.

59

The Debentures only provide for the Issuer to be liable for increased costs as a result of a change in Indian, and not any other, law or regulation meaning that a holder of the Debentures must bear these costs.

The Debentures provide that we will only be liable for increased costs as a result of a change in Indian law or regulation. In the event that increased costs are imposed as a result of a change in law or regulation in a jurisdiction other than India, then such costs must be borne by the holders of the Debentures.

Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. Potential investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.

The Debentures may not be a suitable investment for all investors. Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition. These risks may include, among others, equity market risks, bond market risks, interest rate risks, market volatility and economic, political and regulatory risks and any combination of these and other risks.

Our ability to access capital depends on the credit ratings. Any downgrade of the Issuer’s credit ratings would increase borrowing costs and constrain the Issuer’s access to capital and lending markets and, as a result, would negatively affect the Issuer’s business.

The cost and availability of capital is, amongst other factors, also dependent on the Issuer’s short term and long-term credit ratings. Ratings reflect a rating agency’s opinion of the Company’s financial strength, operating performance, strategic position and ability to meet its obligations. The current issue is unconditionally and irrevocably guaranteed by GoI and therefore the rating of the Company is investment grade. The rating agencies reserve the right to suspend, withdraw or revise ratings at any time based on new information or other circumstances. In such a scenario of disinvestment there is a high possibility that the rating agencies downgrade the ratings given on Debentures. Further, any downgrade of credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, as a result, would adversely affect our business. In addition, downgrades of the credit ratings could increase the possibility of additional terms and conditions being added to any new or replacement financing arrangements in the future. Any such adverse development including the non-availability of GoI guarantee could adversely affect the business, financial condition, cash flows and results of operations, which could in turn adversely affect our ability to fulfil the obligations under the Debentures.

GENERAL RISKS

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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. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, the investors must rely on their own examination of the Company, this Information Memorandum issued in pursuance hereof and the issue including the risks involved. The issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

g. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –

i) Statutory dues: NIL

ii) Debentures and interest thereon: NIL

iii) Deposits and interest thereon: NIL iv) Loan from any bank or financial institution and interest thereon: NIL

h. Names, designation, address and phone number, email ID of the nodal/ compliance officer of

the company, if any, for the private placement offer process:

Name : MS. SHILPI SINGH

Address : INDIAN AIRLINES BUILDING, 113 GURUDWARA RAKABGANJ ROAD, NEW DELHI

Tele No : 011-2342 2000


Website : www.aiahl.com

2. PARTICULARS OF THE OFFER

a. Date of passing of board resolution –

The present placement of Bonds is being made pursuant to the resolution passed by the Board of

Directors (Annexure 6) of the company at its meeting held on May 22,2019.

b. Date of passing of resolution in the general meeting, authorizing the offer of securities - March 26, 2019 (Annexure 7).

c. Kinds of securities offered (i.e. whether share or debenture) and class of security: Rated, Unsecured, unsubordinated, fully paid-up, Listed, redeemable and non-convertible bonds

in the nature of debentures (NCDs).

d. Price at which the security is being offered including the premium, if any, along with justification of the price: Face Value: Rs.10,00,000/- per Debenture

Issue Price: At par

Minimum Application: 1 Bond and in multiples of 1 Bond thereafter.

e. Name and address of the Valuer who performed valuation of the security offered: As this is an issuance of debentures at par value, there is no valuation for this Issue.


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f. Amount which the company intends to raise by way of securities: Rs. 8,064 crore

g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode

of payment and repayment:

Duration 10 years

Rate of Interest [●]

Mode of Payment Payment of interest and repayment of principal shall be made

by way of credit through direct credit/ National Electronic

Clearing Service/RTGS/ NEFT mechanism or any other

permitted method at the discretion of the issuer.

Mode of Repayment

h. Proposed time schedule for which the offer letter is valid:

Issue Opening Date October 17, 2019

Issue Closing Date October 17, 2019

Pay-in Date October 22, 2019

Deemed Date of Allotment October 22, 2019

i. Purposes and objects of the offer: The funds shall be used for refinancing of existing loans of AIL

j. Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects:

NIL

k. Principle terms of assets charged as security, if applicable:

Security Name Air India Assets Holding Limited Series 3

Issuer Air India Assets Holding Limited (“AIAHL”, “SPV”, the “Issuer “and

the “Company”)

Type Nature of

Instrument

Government of India Guaranteed, Unsecured, Redeemable,

Taxable, Non-convertible Debentures of face value Rs.10 lakh each

Government of India

Guarantee

Unconditional, Irrevocable and continuing guarantee by

Government of India for payment of Principal and Interest till all

debt payments in respect of bonds are outstanding.

Seniority Senior and unsubordinated

Mode of Issue Private Placement

Type of Bidding On the BSE-EBP

Manner of Allotment Uniform yield

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Eligible Investors

The following class of investors are eligible to participate in the

offer (being “Eligible Investors”):

(i) Mutual Funds, Public Financial Institutions as defined

in section 2(72) of the Companies Act, 2013;

(ii) Scheduled Commercial Banks;

(iii) Insurance Companies;

(iv) Provident Funds, Gratuity Funds, Superannuation

Funds and Pension Funds;

(v) Co -operative Banks;

(vi) Regional Rural Banks authorized to invest in bonds/

debentures;

(vii) Companies and Bodies Corporate authorized to invest

in bonds/ debentures;

(viii) Societies authorized to invest in bonds/ debentures;

(ix) Trusts authorized to invest in bonds/ debentures;

(x) Statutory Corporations/ Undertakings established

by Central/ State legislature authorized to invest in

bonds/ debentures;

(xi) Foreign Institutional Investors and sub-accounts

registered with SEBI or Foreign Portfolio Investors (not

(xii) being an individual or family offices);

(xiii) State Industrial Development Corporations

(xiv) National Investment Funds set up by resolution no. F.

No. 2/3/2005-DDII dated November 23, 2005 of the

Government of India published in the Gazette of India;

(xv) Insurance funds set up and managed by army, navy or

air force of the Union of India;

The following class of investors are not eligible to participate in the

offer:

(i) Resident Individual Investors;

(ii) Foreign Nationals;

(iii) Persons resident outside India;

(iv) Venture Capital Funds, Alternative Investment

Funds, Overseas Corporate Bodies;

(v) Partnership firms formed under applicable laws in

India in the name of the partners;

(vi) Hindu Undivided Families through Karta; and

(vii) Person ineligible to contract under applicable

statutory/ regulatory requirements.

(viii) Minors

The issuance being a private placement through the Electronic

Bidding Platform of BSE, the investors who have bid on their own

account or through arrangers, if any, appointed by Issuer, in the

issue through the said platform and in compliance with SEBI

circulars on the above subject and BSE EBP operating guidelines

63

are only eligible to apply. Any other application shall be at the sole

discretion of the Issuer.

Further, notwithstanding anything contained above, only eligible

investors who have been addressed through the application form

are eligible to apply

Prior to making any investment in these Bonds, each Eligible

Investor should satisfy and assure himself/herself/itself that

he/she/it is authorized and eligible to invest in these Bonds. The

Issuer shall be under no obligation to verify the

eligibility/authority of the Eligible Investor to invest in these

Bonds. Further, mere receipt of the Disclosure Document (and/or

any Transaction Document in relation thereto and/or any draft of

the Transaction Documents and/or the Disclosure Document) by a

person shall not be construed as any representation by the Issuer

that such person is authorized to invest in these Bonds or eligible

to subscribe to these Bonds. If after applying for subscription to

these Bonds and/or allotment of Bonds to any person, such person

becomes ineligible and/or is found to have been ineligible to invest

in/hold these Bonds, the Issuer shall not be responsible in any

manner.

Notwithstanding any acceptance of bids by the Issuer on and/or

pursuant to the bidding process on the Electronic Book Platform,

(a) if a person, in the Issuer’s view, is not an Eligible Investor, the

Issuer shall have the right to refuse allotment of Bonds to such

person and reject such person’s application; (b) if after applying for

subscription to these Bonds and/or allotment of Bonds to any

person, such person becomes ineligible and/or is found to have

been ineligible to invest in/hold these Bonds, the Issuer shall not

be responsible in any manner.

Listing On whole sale Debt Segment of BSE.

Rating “[ICRA] AAA(CE) (Stable)” by ‘ICRA Limited and “Provisional IND

AAA (CE)/Stable” by India Ratings and Research Private Limited

Issue Size Rs. 1,000 Crore with an option to retain oversubscription

Option to retain

oversubscription Upto Rs. 7,064 Crore

Objects of the Issue The funds shall be used for refinancing of existing loans of AIL

Details of Utilization of

funds The funds shall be used for refinancing of existing loans of AIL

Coupon Rate [•]

Step Up/Step Down

Coupon Rate NA

Coupon Payment

Frequency Semi Annual

Coupon Payment Dates [•]

Coupon Type Fixed

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Coupon Reset Process

(including rates,

spread, effective date,

interest rate cap and

floor etc.)

NA

Day Count Basis

The interest for each of the interest periods shall be computed as

per Actual / Actual day count conversion (as per the SEBI Circular

dated October 29, 2013 bearing reference CIR/IMD/DF/18/2013)

on the face value/principal outstanding after adjustments and

write-off on account of “Loss Absorbency” and “Other Events”

mentioned in this Summary Term Sheet, at the Coupon Rate

rounded off to the nearest Rupee.

The Interest Period means each period beginning on (and

including) the Deemed Date of Allotment or any Coupon Payment

Date and ending on (but excluding) the next Coupon Payment

Date/ Call Option Date (if exercised). It is clarified that in case of

Coupon payment in a leap year, the same shall be calculated taking

the number of days as 366 (three hundred and sixty six) days (as

per the SEBI Circular dated November 11, 2016 bearing reference

CIR/IMD/DF-1/122/2016).

Business Day

Convention/ Effect of

Holidays

‘Business Day’ shall be a day on which commercial banks are open

for business in the city of Mumbai, Maharashtra and when the

money market is functioning in Mumbai. If the date of payment of

interest/redemption of principal does not fall on a Business Day,

the payment of interest/principal shall be made in accordance with

SEBI Circular CIR/IMD/DF-1/122/2016 dated November 11,

2016.

If any of the Coupon Payment Date(s), other than the ones falling

on the redemption date, falls on a day that is not a Business Day,

the payment shall be made by the Issuer on the immediately

succeeding Business Day, which becomes the coupon payment

date for that coupon. However, the future coupon payment date(s)

would be as per the schedule originally stipulated at the time of

issuing the debentures. In other words, the subsequent coupon

payment date(s) would not be changed merely because the

payment date in respect of one particular coupon payment has

been postponed earlier because of it having fallen on a non-

Business Day.

If the redemption date of the Bonds falls on a day that is not a

Business Day, the redemption amount shall be paid by the Issuer

on the immediately preceding Business Day which becomes the

new redemption date, along with interest accrued on the

debentures until but excluding the date of such payment.

Interest on Application

Money

Interest at the Coupon Rate (subject to deduction of income tax

under the provisions of the Income Tax Act, 1961, or any other

statutory modification or re-enactment thereof, as applicable) will

be paid to the applicants on the application money for the Bonds

for the period starting from and including the date of realization of

65

application money in the Issuer’s bank account up to one day prior

to the date of allotment.

The Issuer shall not be liable to pay any interest in case of invalid

applications or applications liable to be rejected including

applications made by person who is not an Eligible Investor.

Default Interest Rate

In case of default in payment of Interest and/or principal

redemption on the due dates, additional interest at 2% p.a. over the

Coupon Rate will be payable by the Issuer for the defaulting

period.

Tenor 10 years

Redemption Date [●]

Redemption Amount At par i.e. Rs. 10 lakh per debenture

Premium/Discount on

redemption Nil

Issue Price At par i.e. Rs. 10 lakh per debenture

Discount

on Issue Nil

Put Option Date NA

Put Option Price NA

Call Option NA

Call Option Date NA

Call Option Price NA

Put Notification Time NA

Call Notification Time NA

Face Value Rs. 10 Lakh per Bond

Minimum Application 1 Bond and in multiples of 1 Bond thereafter.

Issue Timing:

5. Bid Opening/ Closing

Date

6. Issue Opening/

Closing Date

7. Pay-in Date

8. Deemed Date of

Allotment

1. October 17, 2019

2. October 17, 2019

3. October 22, 2019

4. October 22, 2019

Issuance mode In Demat mode only

Trading Mode In Demat mode only

Settlement

Payment of interest and repayment of principal shall be made by

way of credit through direct credit/ National Electronic Clearing

Service/RTGS/ NEFT mechanism or any other permitted method

at the discretion of the issuer.

Settlement Cycle for

EBP T+2

66

No. of Applications NA*

Settlement Mechanism Through Clearing Corporation of BSE i.e ICCL

Mode of Allocation Uniform yield

Type of Bidding Close Bidding

Delay in Listing

In case of delay in listing of the debt securities beyond 20 days from

the deemed date of allotment, the Company shall pay penal interest

of atleast @ 1 % p.a. over the coupon rate from the expiry of 30 days

from the deemed date of allotment till the listing of such debt

securities to the investor

Depository National Securities Depository Limited and Central Depository

Services (India) Limited.

Record Date

15 calendar days prior to each Coupon Payment Date Date or the

Redemption Date (as the case may be). In the event the Record Date

falls on a day which is not a Business Day, the succeeding Business

Day will be considered as Record Date.

Security Unsecured and backed by Letter of Assurance dated June 18, 2019

and Deed of Guarantee cum Indemnity dated August 30, 2019

Reissuance and

consolidation

The Issuer shall have right to reissue or consolidate the bonds

under present series in accordance with applicable law.

Government of India

Guarantee

The NCD would be backed by unconditional and irrevocable

guarantee by the Government of India for inter alia payment of

principal and interest payments till debt obligations in respect of

the Debentures are outstanding. It is clarified that GOI’s guarantee

does not extend to and GOI shall not be liable to pay any default

interest or penal or overdue interest or charges it being understood

that GOI’s liability is limited to payment of Principal and Interest

in terms of the Deed of Guarantee cum Indemnity executed by The

Government of India in favor of the Trustee. A copy of Deed of

Guarantee cum Indemnity is annexed at Annexure 10.

The Company shall open a no lien Designated Account which

would be exclusively used for servicing the liability towards

debentureholder(s) and the Trustee. The Company shall ensure

that the Designated Account is funded at least thirty-one (31) days

before to the respective Due Date of payment of Interest and

Principal. If the Designated Account does not have Adequate

Funds on or before thirty (30) days prior to the Due Date, then the

following mechanism would be triggered. The Trigger Dates for

the invocation of the GOI Guarantee would be any day on which

‘Event of Default’ is observed and is continuing or be as follows,

where ‘T’ refers to the Due Date for payment of interest and/or

principal:

Trigger Date Action Points

T-45 The Trustee shall within 45 days before each Due Date inform the Company in writing regarding the Due Date and the adequate funds which shall mean such amounts in the Designated Account as may be required for the full repayment of principal and interest due on the relevant due date in terms of the repayment schedule in the IM and such adequate funds

67

shall include any amounts derived from the Air India Monetisation Escrow account and/ or the GoI through MoF in terms of the letter of assurance dated June 18, 2019. The Company shall ensure that the Adequate Funds are available in the Designated Account latest by 30 (thirty) calendar days before the Due Date.

T-30 If the Designated Account does not have Adequate Funds on or before thirty (30) days prior to the Due Date, it shall constitute an Event of Default.

T-29 Trustee shall intimate the GOI about the Event of Default. However, any failure on the part of the Trustee to send intimation to GOI shall not prejudice the right of the Trustee to invoke the Guarantee

T-8 working days

If default continues upto eight (8) working days before the Due Date, the Trustee shall invoke the Guarantee by sending a Notice to GOI. Upon receipt of Notice from the Trustee GOI shall transfer into the Designated Account by the Guarantor’s Payment Date (mean a date not later than seven (7) working days from the date of Notice or atleast one working day prior to Due Date whichever is earlier), Adequate Funds as notified by the Trustee in the Notice.

T-1 working day

The GOI has to fund the Designated Account for payment of interest and/or Principal.

T Due Date for Payment of Interest/Principal

In the event of Trustee’s failure to send the Notice within 60 days

after the Due Date, the right of the Trustee to invoke the Guarantee

shall lapse and this guarantee shall cease to exist only for that

portion of the liability for which the guarantee has not been

invoked.

In case the default occurs due to reasons other than default on

payment of Interest and/or Principal as mentioned above or due to

Accelerated Payment Even as described in this Summary Term

Sheet, the Trustee shall send a notice to GOI to invoke the

Guarantee within two (2) working days from the knowledge of

occurrence of such default. GOI irrevocably and unconditionally

agrees that it shall, forthwith on the receipt of notice without

demur, reservations, recourse, contest or protest and without any

reference to the Company, pay to the Trustee by the Accelerated

Payment Date (mean a date not later than seven (7) working days

from the date of notice), such amounts as may be claimed by the

Trustee.

Transaction documents

The Issuer has executed/ shall execute the documents including

but not limited to the following in connection with the issue:

1. Letter of Assurance dated June 18, 2019 and Deed of Guarantee

cum Indemnity dated August 30, 2019 attached herewith as

Annexure 10

2. Letter dated July 05, 2019 and having number

68

4005/ITSL/OPR/2019-20 appointing IDBI Trusteeship

Services Limited as Trustees to the Bondholders;

3. Debenture Trusteeship Agreement dated August 30, 2019/

Debenture Trust Deed (as required);

4. Rating Letter from rating agency ICRA and India Ratings;

5. Tripartite Agreement between the Issuer, Registrar and NSDL


6. Tripartite Agreement between the Issuer, Registrar and CDSL


7. Letter appointing Registrar and MoU entered into between the

Issuer and the Registrar;

8. Listing Agreement with BSE; and

9. The Disclosure Document with the application form.

10. Any other document in connection with NCD issue

Conditions precedent to


The subscription from applicants shall be accepted for allocation and

allotment by the Issuer, subject to the following:

a) Rating Letters from ICRA and India Ratings not more than

one month old from the Issue Opening Date; and

b) Consent Letter from the Trustees to act as Trustee to the

Bondholder(s).

Conditions subsequent to


The Issuer shall ensure that the following documents are executed/

activities are completed as per terms of the Disclosure Document:

a) Credit to Demat Account(s) of the Allottee(s) by number of

Bonds allotted within 2 Business Days from the Deemed Date

of Allotment

b) Making application to BSE within 15 days from the Deemed

Date of Allotment to list the Bonds and seek listing permission

within 20 days from the Deemed Date of Allotment

Events of Default As Given Below

Cross Default NA

Mode of Subscription

Successful bidders are required to do the funds pay-in from their same

bank account which is updated by them in the BSE Bond - EBP Platform

(as applicable) while placing the bids and into the relevant designated

bank account. In case of mismatch in the bank account details between

BSE Bond -EBP Platform (as applicable) and the bank account from

which payment is done by the successful bidder, the payment will be

returned back. Payment should be made by the deadline specified by

the BSE. Successful bidders should do the funds pay-in to the bank

accounts of the clearing corporation of the relevant Exchanges as

further set out under “Particulars of the Offer’ Section in Form PAS-4.

Role and Responsibilities

of Trustees to the Issue

The Trustees shall perform its duties and obligations and exercise

its rights and discretions, in keeping with the trust reposed in the

Trustees by the Bondholders and shall further conduct itself, and

comply with the provisions of all applicable laws, provided that, the

provisions of Section 20 of the Indian Trusts Act, 1882, shall not be

69

applicable to the Trustees. The Trustees shall carry out its duties and

perform its functions as required to discharge its obligations under

the terms of the Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008, the Securities and

Exchange Board of India (Debenture Trustees) Regulations, 1993, the

Debenture Trusteeship Agreement, Disclosure Document and all other

related Transaction Documents, with due care, diligence and loyalty.

Governing Law and

Jurisdiction

The Bonds are governed by and shall be construed in accordance

with the existing laws of India. Any dispute arising thereof shall be

subject to the jurisdiction of courts of New Delhi. *Under the RBI circular no. RBI/2014-15/475 DNBR (PD) CC No. 021/03.10.001/2014-15 dated February 20, 2015, as

amended, there shall be no limit on the number of subscribers in respect of issuances with a minimum subscription of

Rs.1 Crore and above. Events of Default i) Payment Default: a) The Trustee shall within 45 days before each Due Date inform the Company in writing regarding the Due Date and the Adequate Funds. The Company shall ensure that the Adequate Funds are available in the Designated Account latest by 30 (thirty) calendar days before the Due Date. b) In case the Designated Account does not have Adequate Funds latest by thirty (30) days prior to the Due Date, it shall constitute a Payment Default. c) In the case of a Payment Default, the Trustee shall: I. Intimate the GOI about the Payment Default committed by the Company on the next working day.

II. In case the Designated Account is not funded to the extent of Adequate Funds at least eight (8) working days before the Due Date, the Trustee shall forthwith invoke the GOI guarantee by sending Notice of Invocation to the GOI in the manner provided in the Guarantee Agreement. Any invocation of the guarantee pursuant to the Guarantee Agreement should be within Sixty (60) days from the Due Date. In case the guarantee is not invoked within the stipulated period of Sixty (60) days, the guarantee shall cease to exist only for that portion of the Principal and/or Interest for which the guarantee has not been invoked.

ii) Other Default Notwithstanding anything contained hereinabove, the repayment of the whole of the Principal together with the payment of accrued Interest shall stand accelerated and shall be deemed forthwith to have become due and payable on the happening of any of the following events:-

a) If a petition for winding up of the Company shall have been admitted or if an order of a court of a competent jurisdiction is made or a resolution for the winding up of the Company has been passed and the order of admission for winding up has not been stayed or vacated by the court within a period of 180 days from the passing of such order or if the Company has not filed an appeal against such order;

b) If an encumbrancer takes possession, or a receiver is appointed, of the material properties and

material assets of the Company and such possession or appointment has not been stayed or vacated by the court within a period of 180 days from the date of possession or if the Company has not filed an appeal against such order;

70

c) If a distress, execution or other process shall be levied or enforced upon or taken out against the material properties and material assets of the Company and shall not be withdrawn or discharged, satisfied or paid out within 180 days or such extended period as may be agreed to in writing by the Trustee from the date of levy or enforcement of such distress, execution or other process or if the Company has not filed an appeal against such distress, execution or other process or taking of the material properties and material assets of the Company;

d) If the Company at any time fails to observe or perform any material covenants, conditions or provisions herein contained and on its part to be observed and performed and the Company continues to fail to perform such material covenant, condition or provisions within a period of 180 days of being notified of such failure by the Trustee;

e) When the Company without the consent of Debenture Holders ceases to carry on its business or gives notice of its intention to do so;

f) When any breach of the terms of the Information Memorandum inviting the subscriptions of debentures or of the covenants of this deed is committed.

Procedure in case of Other Default:

a) The Trustee shall forthwith notify the Company to transfer the entire Principal and accrued Interest to the Designated Account;

b) If the Company does not fund the Designated account to the required extent, the Trustee shall,

within two working days from the knowledge of occurrence of the Other Default invoke the guarantee in terms of clause 5.4 of the Guarantee Agreement;

c) The Guarantee Agreement provides that the GOI shall pay the entire Principal and Interest on a date not later than seven (7) working days from the date of such notice.

(iii) All expenses incurred by the Debentureholder (s)/Beneficial Owner(s)/ Trustee after an Event of Default has occurred in connection with collection of amounts due under this Deed, shall be payable by the Company.

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

(a) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer

and the effect of such interest in so far as it is different from the interests of other persons: NIL (b) Details of any litigation or legal action pending or taken by any Ministry or Department of the

Government or a Statutory Authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or Statutory Authority upon conclusion of such litigation or legal action shall be disclosed:

NIL

However, the contingent liabilities as on 31st March 2019 for the issuer is given below:

Particulars Amount (in Crore)

71

Partly Paid Investments NIL

Claims not acknowledged as Debt

Guarantee given by or on behalf of the Company

Statutory demands/ liabilities, in dispute, not provided for

Others

Total

(c) Remuneration of directors for F.Y 2018-19

Name of the Director 2018-19

NIL

(d) Related party transactions entered with Associates/Subsidiaries/JVs during the last three financial

years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided.

NIL

(e) Summary of reservations or qualifications or adverse remarks of auditors in the last three financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark:

NIL

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

NIL

(g) Details of acts of material frauds committed against the company for period ended March 31, 2019 if any, and if so, the action taken by the company: NIL

4. FINANCIAL POSITION OF THE COMPANY

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

(a) The authorized, issued, subscribed and paid up capital (number of securities, description and

aggregate nominal value:

72

(b) Size of the present offer:

GOI Guaranteed, Redeemable, Unsecured, Taxable, Non-Convertible Debentures of Face Value of Rs. 10 Lakh Each at Par Aggregating to Total Issue Size Not Exceeding Rs 8,064 Crore with A Base Issue Size of Rs. 1,000 Crore and an Option to Retain Oversubscription Upto Rs. 7,064 Crore by Air India Assets Holding Limited

(c) Paid-up Capital:

(i) After the offer: Rs.5 lakh

(ii) After conversion of convertible instruments (if applicable): Not applicable

Since the issue is of debentures (which are non-convertible in nature), there would be no change in the authorised, issued, paid-up and subscribed capital and share premium account of the issuer post the issue.

(iii) Share Premium Account (before and after the offer): Not applicable

(iv) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration. Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case;

Date of

Allotment

No. of

Equity

Share

s

Face

Valu

e

(Rs)

Issu

e

Pric

e

(Rs)

Consideratio

n (Cash other

than cash,

etc.)

Nature of

Allotmen

t

Cumulative

No. of

equit

y

share

s

Equity

Share

Capita

l (Rs.)

Equity

Share

Premiu

m (in

Rs.)

20.02.201

8

1 10 10 Cash Initial 50,000 5,00,000 Nil



Particulars Number of Shares Description Nominal Value

Per share

Aggregate Nominal Value

(Rs. in lakh)

Authorized Capital

50,000 EQUITY SHARES 10 5.00

Issued Capital 50,000 EQUITY SHARES 10 5.00

Subscribed Capital

50,000 EQUITY SHARES 10 5.00

Paid up Capital 50,000 EQUITY SHARES 10 5.00

73





B. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;

(Rs. in Lakh)

Year Profit before Tax Provision for Tax (including adjustments

for earlier years)

Profit after Tax

2018-19 0.18 0.14 0.04

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

(Rs. In lakh)

Year Dividend Interest Coverage Ratio (Cash Profit/ Interest Cost)

2018-19 NIL 24.72

D. A summary of the financial position of the Company as in the three audited balance sheets

immediately preceding the date of circulation of offer letter:

Audited Balance sheet and Profit and Loss Account for period ended March 31, 2019 immediately preceding the date of circulation of offer letter; Annexed hereto as Annexure 8

E. Audited Cash Flow Statement for period ended March 31, 2019 immediately preceding the date of circulation of offer letter;

Annexed hereto as Annexure 8

F. Any change in accounting policies during for F.Y 2019 and their effect on the profits and the reserves

of the company. NIL

X. DECLARATION:

The issuer undertakes that this Disclosure document contains full disclosures in conformity with FORM PAS-4 prescribed under Section 42 and Rule(I) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and 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 by

74

Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 Dated October 12, 2012 and CIR/IMD/DF/18/2013 Dated October 29, 2013) and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013-14/43/207 Dated January 31, 2014 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 issued vide Circular No. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 issued vide Circular No. SEBI/ LAD-NRO/GN/2016-17/004 dated 25 may 2016 and SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016 and 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 In relation to the Issuer, it is hereby declared that:

(1) The Company has complied with the provisions of the Companies Act, 2013 and the rules made there under. (2) It is to be distinctly understood that compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or repayment of redemption amount, is guaranteed by the Government of India. (3) The Company undertakes that the monies received under the issue shall be utilized only for the purposes and ‘Object of the Issue’ indicated in the Disclosure document. The Issuer accepts no responsibility for the statements made otherwise than in the Disclosure document or in any other material issued by or at the instance of the issuer and that any one relying on such information from any other source would be doing so at his own risk. The Board of Directors of the company vide resolution no. 7 dated May 22, 2019 authorized AIAHL Board sub-committee to carry-out all acts and things to give effect to this resolution for issuance of these NCDs. The undersigned has been authorized by the aforementioned resolution to sign this Disclosure document and declared that all the requirements of the Companies Act, 2013, Securities Exchange Board of India (Issue and Listing of Debt Securities), Regulation, 2012 and circulars issued there under in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this Disclosure document and in the attachments thereto is true and correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the Promoter subscribing to the Memorandum of Associations and Articles of Association of the Company. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Disclosure document.

Y. ANNEXURES:

Rating Letter Annexure 1

Rating Rationale Annexure 2

Debenture Trustee Consent Letter Annexure 3

R & T Agent Consent Letter Annexure 4

In-principle letter: BSE Annexure 5

Board Resolution Annexure 6

75

Shareholder Resolution Annexure 7

Standalone Annual Accounts since incorporation i.e F.Y 2018-19 Annexure 8

The meeting of Ministry of Finance, Department of Economic Affairs -Budget Division held on September 07, 2018 recorded in the Office memorandum dated September 19, 2018

Annexure 9

Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August 30, 2019

Annexure 10

Escrow agreement Annexure 11

For AIR INDIA ASSETS HOLDING LIMITED

Authorized Signatory Date: [●] Place: New Delhi

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Annexure - 1 Rating by ICRA

80

Rating by India Ratings

83

Annexure – 2 - Rating Rationale ICRA

90

India Ratings

98

Annexure - 3 Consent Letter from Debenture Trustee

100

Annexure -4 Consent Letter from R&T

101

Annexure - 5 In-principle letter: BSE

102

Annexure - 6 Board Resolution dated May 22, 2019

106

Annexure - 7 Shareholder dated March 26, 2019

107

Annexure - 8 Standalone Balance Sheet as on March 31, 2019, Standalone Profit and Loss as on March 31, 2019 and Standalone Cash Flow statement as on March 31, 2019

119

Annexure- 9 Office memorandum dated September 19, 2018

124

Annexure 10 Letter of Assurance dated June 18, 2019 and Deed of Guarantee cum Indemnity dated August 30, 2019

138

Annexure 11 Escrow agreement

SERIES 3 AIR INDIA ASSETS HOLDING LIMITED PRIVATE … · SEPTEMBER 02 2015 SECURITIES AND EXCHANGE...

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Transcript of SERIES 3 AIR INDIA ASSETS HOLDING LIMITED PRIVATE … · SEPTEMBER 02 2015 SECURITIES AND EXCHANGE...