AN IM...PAN or the GIR Numb€r allotted under Income Tax Act. I 96 I and the In case where neither the PAN nor the GlRNumber has been allotted, be mentioned in the Application Form

Sl. No. 1

(Formerly '

(Incorporated in Thrissur, Kerala, Republiidentification number L659lOKIl992Pregistered as a non-banking financialIndia Act, 1934, as amended.

Registered Office: IV /470A (Old) W IKerala, IndiaTel: (+91 487) 305 0108; Fax: (+91 487) 2Compliance Officer: Manoj Kumar V.R,E-mail: [email protected]

Contact Person: Bindhu AL, ChiefFiWebsite: www.manappuram.com

DISCLOSURE DOCUMENT AS PBOARD OF INDIA (ISSUE AND LIAMENDED FROM TIME TO TIA}PLICATION LETTER AS PERCOMPANIES ACT, 2013 AND RSECURED. REDEEMABLE, LISTEDVALUE OF RUPtrES 10,00,000/_

TWO HUNDRED AND FIFTY CR.rssuER")

Nane of investor and address:

SURE DOCUMENT

AN

;q-:

"YfliN}Y\7r,t'--

General Finance and Leasing Limited )

of lndia on July 1 5, I 992 with limited liability with company006623, under the Companies Act, 1956, as amended and

y C'NBFC) within the meaning ofthe Reserve Bank of

ew), "Manappuram House", Valapad, Thdssur 680 567,

9 9298

any Secretary

al Officer

SCHEDTILE I OF SECURITIES AND EXCHANGEG OT DEBT SECURITIf,S) REGULATIONS, 2OO8 AS

AND PRIVATE PLACEMENT OFFER CUMRM PAS 4 (PURSUANT TO SECTION 42 OF

S MADE THERE UNDER FOR ISSUE OF RATED,ON CONVERTIBLE DEBENTURES HAVING FACE

s TEN LAKH EACH ) FOR 2s0,00,00,000/_ (RUpEEsES Y MANAPPURAM FINANCE LIMTED

For Manapp.lraar Financc iir led

ISSUtrR'S ABSOLUTtr RESPONSIBILITY

The lssuer, haYing made all reasonable that the information contafured in this Disclosue Document is true tud

ISSUE:

Disclosure document C'Dilclosure Document")

be issued in dematerialized form C'Debentures")

GENERAL RISKS

lnvestment in debt and debt related securities

instruments, unless th€y can aITord to take the

inyestors must rely on their o*n examination of

have not been recommended or approved by

accufacy or adequacy ofthis document.

The D€bentues have a rating of "CARE

secuities and investors should take their own

conect in all mat€rial respects and is not mi

are honestly held and that there are no other

information or the expression of any such or intentions misteading in any material respect

CREDIT RATINC

private placement of mted, listed, secued, non-convertible debentures to

cash at par with an issue size of Rs. 250 Crore

a degree ofrisk anal investors should not invest any funds in the debt

attacied to such investrnents. For taking an investnent decisioq the

Company and the hsue including the risks involved The Debentu€s

anJ Exchange Board of India C'sEBf) nor does SEBI guamntee the

in any material respect, that tho opinions and intentions expressed herein

the omission of which makes this document as a whole or any of such

ble" by CARE " The Bting is not a recommendation io buy, sell or hold

ion. The rating may be subiect to revhion or withdrawal at any time by the

evaluated in<tipendently ofany other mtiog The mting agency has a right

ed on factors ;uch as new information or mavailability of information or

t noenor of such rcised schedule bv *rv of supplenent to this Disclosure

iption during the banking hou?s on each day turing the Period cowrcd by

wholesal€ debt mark€t segment of the Bombay Stock Exchange Limited

assigning rating agency and each mting should

to suspend or withdraw the rating at any time

any other circumslances which it b€lieves may

ISSUE SCHEDULE

an impact.

--rt" t""*, ,eu-e" *e ,icht to change the 1""* ""h"drl"-

lrclrdlrg tt" D"".ed D't" "f All"r^ent a: agreetl ttith the

prcposed iirestor and will notifv the

Doclo ent. The issue shol be openfor

LISTTNG

The Debentues are proposed to be listed on

('BSE" o. the "Stock Exchrng€").

This schedute Prcparcd in conlomitv \t'ith

to time for yh,ate placenent and is neithet a

I ld June 2020

l2s June 2020

SKIrc Consultanls LtdKanapathy Towers, 3rd Floot

1391/Al,SathY Road, Ganapathy

Coimbatore - 641 006

Phone: +91 422 4958995, 2539835-836

Faxi +91 422 2539837

rntrsrcr;gtp ltmtrroknown as GDA Trusteeship

Plot No.85, Bhusari Colony

Road, Pune - 411038 and

office at Offic€ No. 83-87,

Tower, B Wing, Nariman

CATAL(formerlyLimited),

(Richo,

having a

8th floor,

tlranappu.arn Finance l-imited

M4?oA(Old)w638A(New)Manappuran House PO

Valapad - 680567

Ph: 0487 305M08

ro the pltblic generu y to subscribe fot ot vz

Capitalized terms used but not defined hereunde

Unless the context otherwis€ indicates or requires,

Document.

ONS AND ABBREVIATIONS

shatl have the meaning ascribed to them in the Debentur€ Trust Deed'

re following terms shall have the meanings given below in lhis Disclosure

@ManaPpuram House",

ur. Kerala 680 567t"su". I ComPanY / We / Our

Company/ Us

Manappuram I

valapad, Thns

Application Form The form in wl ich an investor can aPply tbr subscnptlon to tne UeDenlures

Allotment lntimation An advice infallotted to him

rming the allottee of the number ol letter(s) or axosnenu

n electronic (dematerialised) form

Allot/Allotm€nVAllotted Unless the co. ext otherwis€ requires or mplles, me anolmen

)ciation ofthe ComPanY

Deloitte Haski rs & Sells LLP (beingthe Stalutory Audrlors orm€ LomPar'J/

t*" "f

th" C(;p-y - " C"tllt"tt* th".""f of

Board Board ofDire(

BSE BOND-EBP Platform Electronic bo

private placen

k provider platform of BSt Lmted ror rssudce

rnt basis

Creait X.ating egencY (s) CARE Limite

Committee Comnittee m, ans any committee ofthe Compaay' as the case may o€

nt of intere$ on lhe Debentures

rich Allotmenl for the lssue is made

Coupon Payment Date Date ofpaym,

Deemed Date of Allotment

Debentures Rated, listed, iecured, non_conYenlble deben

h ar issue size ofRs. 500crore.

rvho are Allotted Debenturesoe-benture Holder

Deb€nture Trustee Trustee for(formerly Isx

he Debenture holden, in thls case Delng Latar]

*,n as GDA Trusteeship Limited)

rity Documcnts

lcb€ntura Trustee AgreeEent

)isclosure Document aad

other alocum€ t thit msy be dcsigiated as & deboture document by the

,ntur€ Trustee.: :: :: =:i::::: i-:::;:

=;;:

Debenture Document (a)

(b)

(c)

(d)

Secr

the l

the I

any

Deb

Deb€nture Trust Deed The debentu

Company sel

€ trust to be executed by and Deoveen m€

ing out the terms anal conditions for the issuance ofthe Debentures

ries Act, 1996, as amended tiom nme to trme

"posltories ect The Deposit,

Depository/ies National se

Limited (CD

u ties Depository Limited (NSDL) / LjenEal Deposnory '!rvr!es (uqE'/

tL)

alticipantDP Depository I

b ignuted Stock Exchang" BSE Limiter

FEMI Regulation" The regulat

Managemen

;ns ftamed by the RBI under the prov6rons or

from time to time

/",1.-

\\/l

ICCL lndian Clearinl Corporation Limited

I,T, ACt The Income-tal Ailt6 t ".

a;"rded fi.m lime to time

Issue Closing Dat€ 1 1 -June-2020

Issue Opening Date 11-June-2020

Issue Issue of mted,

form on a privilisted, secured, non-convertible deDentues to De rssueo m s€mawrlarru

te placement basis

tslN lntemational S icurities ldentilication Number

Memorandum / MoA )f Association of the ComPanY

Material Adverse Effectdetermination,

a material adv

Tmnsaction D

Documents ol

thereunder.

@caused, as of any date ofor could reasonably be expected to cause any mat€rial advene eflect on or

:rse change in (a) the ability ofthe lssuet to perform its obligations under

)cuments; or O) legality or the validity or enforceability of the Transaction

the rights or remedies of Debenture Holder(s) /Beneficial Owne(s)

the wotds "nate al" or "reasonable" shal 'nean

"rcasonable' ot

rhe opinion of the Debenture Ttl/stee as decided bv a najoritv (s 1o/o) of the

NANiI Nol Applicabl

shall have the

@ of Indianorigio and

tame m€aning as ascribed to such term in the FEMA Regulations'NPJ

Operational Guidelines uPdated oper

through an elr

rtional Guidellnes for issua ce oi on pflvaE p'acctrtctr

ltronic book mechanhm issued by BSE and any amendments thereto

rount NumberPAN

v.P. Nandakr

National Stoc

mar and sushama Nandakumar 6s delu€d and osclosed m llSE Lrmrteo

r Exchange oflndia Limited

rl Rupee

tants Limited

of Companies, Emakulam

Record Date 15 days prior

tu./rNR IndianNatior

n.egme. *d Transfer

AgenirRTA

SKDC Const

ROC The Registra

RTGS Real Time G oss Settlement an elecEonic lijnds ransier laclllty provloes oy

]ank of IndiaRBI Th€ Reserv€

SEBI Secudties ar

BoardoflndI Exchange Board of India corstrtuted under ine s€cunues :rno

a Act, I 992 (as amended from time to tjme).

SEBI Regulations The Securit

rogulations,

:s and Exchange Board of lndla (tssue dt Lls[llrg or

008 and amend€d ftom time lo ti$e.

SEBI EBP Circular SEBI circull

August 16, ir no. SEBL/HO/DDHS/CIPJPr2OIU/U5 oateo ranuary ), ru

ll8, and amended from lim€ to time

/#ffi,ll

Security Documents Any security d

benefit ofthe t@anysecurity forthe

ebenture Holders

Stock Exchange BSE Limited ( rsE)

The Companies Act/ the Act The Companie il"!2013 ".d

*"h *"tirr. .f th. tu"panies Act, 1955 which continue

s may be amended from time to time

WDM wholesale Del t Market

This Disclosure Docum€nt shall be read in con-

and it is age€d between the D€bentu€ Trustr

Disclosure Document and the Debenture Trust

the provisions ofthis Dhclosure Document.

ction with the Debenture Trust Deed and the other Transaction Documents

and the lssuer that in case of any inconsistency or conflict between this

)ed, the provisions ofthe Debentue Trust Deed shall prevail and override

\\

5

DEFINITIONS AND ABBREVIATIONS...

l. tssuER I N FOR\4ATlON ,..... .. ..........

2. ISSUE DETAILS -

3. GENERALINFORMATION..................

4. OURMANAG8MtNT.......,..,.........,.........

5. FINANCTAL POSITION OF THE CO

DECLARATION BY THf, DIRECTORS......

ANNEXURE I SHAREHOLDING PATE;

ANNf,XURE TI FINANCIAL POSITION OF

A]{NEXURE III RATING LETTER AND

ANNEXURE IV CONSENT LETTER

ANNf,XURE V SUMMARY OF Tf,RMDEBENTURES..............

ANNEXURE VI PARTICULARS OF THE

ABLE OF CONTENTS

COMPANY FOR THE LAST 3 YEARS...............

THE TRUST8O,............

ISSUANCE OF SECURED NON. CONVERTIBLE' REDEEMABLE

G ENCUMBRANCES AND SECURITY DETAILS.....

t+:-i")

qq"

GENERAL DISCLAIMER

This document is neither a "Prospectus" nor a "accordance with the SEBI Regulations. Thisotherwise acquir€ the Debentures to be issued

whom it is delivered and it should nor be

made in this document are generally ad€quate

is to facilitate investors to take an informed

Apart ftom the Disclosure Document, no offerprospectus in relation to the Issuer or the

document required to be registered under the

This Dhclosure Document is issued by the

on the Company lo potential investors to whom italld does not puryort to contain all the isummaizes the provisions of any othershould be refered to for the tull effect of rhe

supplied in conneclion \.vith the Debentures is

this Disclosure Document should not considerinvestor contemplating the puchase of any Decondition and affairs of the lssuer, and its ownconsult th€ir own legal, regulatory, tax, financial,considerations arising lrom an investment in the

investment and the suitability ofsuch investment

This Disclosure Document shall not be considered

to determine, investigate and evaluate for themsel

otherwise the relevance of information conlained iindependent valuation and iudgment of ihe

ensue that if they sely transfer these Debentues,

sale or redempljon of the Debentures and inassessment regarding their eligibiUty for makingenployees, advisors, amliates, subsidiaries ordamage however arising and ofwhatever natue

DISCLAIMf,R OF THtr RtrStrRVE BANK OF

The Debentur€s have not been recommended oror adequacy of this document. lt is to b€ disticonstrued that the securities have been

other applicable laws, so that the sale does not

The potential investors should also consult their

for the financial soundness of the lssuet or the

made or opinions exprcssed in this document.

terms ofthis Disclosure Documenl solely on the

servicing/ repayment of such investment.

DISCLAIMER REGARDINC StrCURITTES &

'this Disclosure Document has not been filednor does SEBI guarantee the accuracy or It is to be distinctly understood that this document

DISCLAIMER

temeot in Lieu ofProspectus" but a "Disclosure Document' prepared indoes not constitute an ofler to the public generatly to subscribe for or

Manappuam Finance Limited. The document is for the exclusive use toor distributed to third parryl (ies). The Issuer certifies rhat the disclosu€s

are in conformity with the captioned SEBI Regulations. This requirementformaking invesainent in the proposed lssu€.

or prospectus has been prepared in connection with this tssue and norelating to this offer has been delivered for registratioo nor is such a

ble laws.

and has been prepa&d by the Company to provide geneml informationaddrcssed and who are eligible and willing ro subscribe to the Debentures

a potential investor ma) requie. Where thh Disclosure Documenrthat summary should not be solely relied upon and the relevanr document

isions. Neither this Disclosu€ Document, nor any other informationto provide the basis ofany credit or other evaluation. Any recipient of

receipt a recommendation to purchase the Debentwes. Each potentialshould make its o\ln independent investigation of the financial

isal of the creditworthiness of the Issuer. Potential investors shoulding, andor other professional advisors as to the risks and inveshent

and should possess th€ appropriate resources to analyse suchsuch potential investo/s panicular circumstances.

as a recommendation to purchas€ the Debentures and recipients are urgedthe authenticity, origin, validity, accuracy, completeness, adequacy or

this Disclosure Document. 'Ihe recipients are required to make their ownand the Debentures. It is the responsibility of potential investors toshall do so in slrict accordance with rhis Disclosure Document ard

an ofTer to the pubUc. within the meaning of the Companies Act.tax advisoE on the tax implications relating ao acquisition, ownership,

of income arising thereon. Investors arc also r€quired to make their owninvestment(s) in the Debenn[es- The Company or any of its directors,

ives do not accept any responsibility and./ or liability for any loss orextent in connection with the said information.

by the Reserve Bank of India nor does RBI guarantee the accuracy

understood that this document should not, in any way, be deemed orfor investment by the RBL RBI does not take any responsibility either

being issued by the Issu€r or for the correctness ofthe statements

ial investors may make in\estment decision in the securities offered inofth€ir own analysis and RBI does not accept any responsibility about

E BOARD OF INDIA

have not been recommended or approved by SEBIthi

should not, in any way, be deemed or construedresponsibility either for the financial soundnessfor the correctness ofthe statements made orprivale placement basis, filing ofthis documentpoint oftime, with tbe Issuer, any irregularities or

DISCLAIMER CLAUSE OF STOCK

As require4 a copy ofthis Disclosure DocumentBoard of India (lssue and Listing of Debtunderstood that submhsion ofthis Disclosureto mean that this Disclosue Document has

Limited in any mann€r wafrant, certiry orDocumeflt, nor does $e BSE Limited warrantBSF Limiredi nor does rhe BSI Limited rake dn\Issuer, its promoten, its mturagement or tuiy

DISCLAIMER IN RESPECT OF CREDIT RA

Ratings ar€ opinions on credit quality and are notfacilities or to buy, sell or hold any securiry. The

sources believed by it to be accurate and reliabadequacy or completeness ofany informationomissions or for the results obtained fiom therdted by fte Credit Rating Agency have paid a

ISSUf, OF DEBf,NTURES IN DEMAT

Th€ Debentures will be issued in dematerialisedof the Deb€ntures in dematerialised form.provisions of Depositories Act. The ksuer shallaccount maintained by rhe Investorwirh itsDeemed Date of Allotment afrer verification ofapplication money.

the same has been cleared or vetted by SEBI. SEBI does not take anyany scheme or the project for which the Issue is proposed to be made, orions expressed in this document. The issue of Debertures being made onnot required with SEBI however SEBI reserves the righr to take up at ary

in this document.

been filed wjth the BSE Limited in terms of the Securities arld Exchange

) Regulations, 2008, as amended ftom time to rime. It is to be distinctlyto the BSE Limited should not in any way b€ deem€d or construed

reviewed, cleared, or approved by the BSE Limited; nor does the BSEthe corr€ctness or completeness of any of the contents of lhis Disclosurethe Issuels Debentures will be listed or will continue to be listed on rhe

ibilily for the souDdness ofrhe financiat and oth€r conditions oftheof project ofrhe hsuer.

C ACtrNCIES

to sanction. renew, disburse or recall the concemed banlRating Agency has based its mtings on information obtained liom

The Credit Rating Agency does not, however, guarantee the accuracy,in this Disclosure Document and is nor r€sponsible for any errors or

of such information. Most entities whose bank facilities/instruments arerating fee, based on the amount and t}?e ofbank facilirieyinstruments.

FORM

The Issu€r has made arrang€ments with the Depositories for the issuewill have to hold the Debentwes in dematerialised form as per thenecessary steps to credir the Debentures allotted to dle befleficiary

Participant. The Issuer will make lhe Allotment to the Investors on theApplication Form, th€ accompaoying documents and on realisation ofthe

l. ISSUER INfORMATION

NamG and Address ofthe fottowing:

I Name ofthe lssuer Manap ,uram Financ€ Limited

2. Reghtered Office and

Corporate Office'Mana puram House". Valapad, Thrissur, Kerata 680-joz

3. Cor?orate Office(tumex)

Corpor

Mumb:Ie Office Annexe, SOI, ,A.ishwarya Ouslne- ftaza CSf noa[Tffii400 098.

4. Compliance Ofiicer Manoj

"Manat

:umar.V.R, Company Secretary

-

puram House", Valapad, Thrissur, Keala 680 567

5. CorpomteIdentification Numb€r

L659I ( <Lr992PLC006623

6. Phone No. (91 487 305 0 408

7. Fax No. (9r 487 2s9 9298

8. Manoj l .urnar .V.R, Company Secretary

9. Email: csr?na, aoDuram.conl

10. Chief Finance Officer(CFO) ofdre Issuer

Bindu I"Manap

.L-,uram House", Valapad, Thrissur. Kerala 680 567

ll Arrangers, if any, ofthe instrument

Nil

t2. Trustee to th€ Issue Catalyst

At GDAand havi

Nariman

Irusteeship Limiled (forme.ty tnown i-De t---st ip I_imiteaHouse, Plot No.85, Bhusari Cotony (Right), paud Road, pune - 4t lO3S19 a brdnch office at Of5ce No. 83-87, 8tl floor, Mittal Tower, B Wing,Point,Mumbai 400021

13. Registrar to the Issue SKDC (Kanapat

006

cnsultants Limit€dy Towels, 3i Floorl39l/A1. Sathy Roa4 canapathy, Coimbatore - 641

14. Credit Rating Agency(, ofthe Issue

CARE R {TING Limited

15. Audito(s) ofIssuer

DeloitteDeloitte

1002 Ri

Iaskins & Sells LLe $ratutory Auditor ofrhe Compan,lentre , Anchomge IIIhmond Road , Bangaluru-5600 125

cation Address: First Floor, Wilnont park Business C€ntre,chi 682 016

r,/

Road, K(

B. A brief summsry oI ahe busi[esy aclinformation

Overview:

Our Company was incorporated as Manunder lhe Comparies Act, 1956 wirh ccompany and obtained a certificate for c(was changed to Manappuram Finance LiFurther, the Company had obtained a ceractivities ofan NBFC accepting deposits.dated March 22, 2011 issued by RBI to (pusuant to change in name of our C(registration number B-16.00029, was issr_

deposils under Section 45 IA ofthe RBLStock Exchanges oflndia Limited.

Key ev€nts, milestones and ,chievemenr

The table below sets forth th€ key events i

of the Issuer and of busin€ss containing the r€qui.ed

uram General Finance and Leasing Limit€d on July 15, 1992, Kerala.orate idenriry oumber Lo59t0KLtco2plc00662l as a pubtic limitednencement ofbusiness dated July 31, 1992. The name ofthe companyed pursuant to a fiesh certjficate of incorpomtion dated June 22, 20 I I .rate of regisnation, daled May 25, 1998, issued by RBI to carry on rherwever, subsequently! the (lompany obtained a certificate of regist ationy on the activities ofNBFC wirhout accepting public deposits. Fufher,rany, a ftesh certificate of rcgistmtion daled July 4, 2011, bearingby RBI to carry on the activities ofan NBFC without accepting public. The shares ofthe company was listed with BSE Limit€d and National

the history of our Company

t992 OUI Company was incorpon :ed as Manappuam Generat Finance and Lea-ng Limiiid-2015 Our Company completed 20 rears oflisting at BSE Limited2015 our company launched Onlir : Cold l,oan Facilitv2015 our company received speci: comrnendar'on al Golden Peacocl Awards fo..\r2016 Our Company launched M, ash e-wallet and co-brandea pre-paia rnon"-y cara2017 Won the award for the be

Associationt NBFC for cold Loan susiness by-if,-ndit-rttion -d Jew"ll",s

i) Coryorote struc,ure:

@

Sha "'holders

Board ,f oirectors -\>--w- g5u;-6

MD & CEO

DZ

\ r/)-- \r(/**\",

t_N

*R"Jn$l#rYrr) Ia | ,/;.: ,^,-,-; /'

--":s

(D

C.

(ii) Kq, operutional ud financial for the l6t 3 oudiftrl leofi.

(iiD hoject cost oul means ot. in cose ollunding new pnjects-No

Cross Debt: Equity Ratio oflhe Compa

Cash and CaslrEquivalents

Other Non-Financial

Other Financialliabilities

Other Non-FinaocialIiabilities

Assets UnderManagement

Off Balance Sheet

Provisioning & Write,offs

Tier I Capiral Adequa,Ratio (7o)

Before the hsue ofthe Debentures

After the issue of the Debentures

(ii)

(iiD

D. A briefhistory ofthe Issucr since its

(i) Detoils ofsharc capitat $ on

giYing details ofthe stated activities

quarler eml: 3ln March 2020

Changes in i6 capital stucturc on quoftet etil a d/ot the lastJiyeledrs

Etluity share capitol history os on quofaet ended andJor the lastfive lears

Authorized Share CapitalEquity Share CapitalPreference Share CapitalIssued, Subscribed and Paid-utEquity Share CapiralPreference Share Capital

Rs.168,99,86,250

Rs. 168,99,86,2s0

Nit

23.06.2007(ECM)

2,80,00,000 48,00,000 4,00,000 80,00,00,000 The total authorizedcapital onincorporation was Rs.

1,00,00,000 and

subsequently irincreased to Rs

80,00,00,000.

Increase in totalCCPS authori4dcapital ftom Rs.48,00,000 to Rs.

50,00,000

Increase in totalequity authorizedcapital fiom Rs.

2,60,00,000 ro Rs.

53,00,00,000

Increase in totalequity authorizedcapital ftom Rs.

53.00.00.000 to tu.98,00,00,000

i)

cumulrri\e | (uruur,ri\tnu of rqun) p iJ-dI equirl

rh{rr! 51,!rerrnrrat

EquirJ I Cro$ kcnD

'r'rr. cunu i rk

,,,.,,. I a;

r95

r0o31,500,000 t0 I 4,500.000 45,000,00( Nil

,ul 302005

1,000,000 1C 25 5,500,000 55,000,000 l5 r5,000,00{r

2@7

5,500,000 I I Nil r 1,000,000 I10,000.000 Nil 15,000,000

t0 21.zm8

3,283.582 l0 t53 14.283,582 142,835,820 132.51

1563'

450.17),tu

,r5js62rt20t)9

2.912,246 IC I t?,255,828 r72,558,280

2010

1t.617,382 I l0 Nit 28,933,2r( 289J32,100 Nit 9r56862,91

t0l03,540,420 I 59t 32 473,6A

34 $a,522

324,136.3U 68r 3,326.112,3

II

2010

r,564.892 I 140,385.220 r56 62 3,57t,805,696

Apnl 212010

I70,192,6rC 2 2 Nit 110,t92,6[ 340,385,220 Nit 3,571,805,6

96Mry llz0l0

170.192,6t0 2 2 Nil 140)a5,22A 680.?70,,14( Nil 3,571,805,6

96

201013,2r0,039 ,07,190,518 '13. 4,545385,5

10&pt 28,

20101,471.000 2 l :157,066,259 714,t32,518 3t.12 4,653,403,0

90Nov 18,

201059,r23,804 2 68 Qualilied 4t6,590,068 833.180,1tt 14,514,355

38t

z0

284,12.4 l: l2 416,i3r4,188 83),74a376 :l l.l, 1d543,r9?,

t920ll

416,874,188 Nil 433.148,316 1,661,496,752 Nil 14,y3,t9,199

20lL1.354,76a 2 l6 84l,t53,ltt |,642346,272 l4 i6 1d651,0t0,

5(x

t0t150,00c 2 l( 56 841, Lt3,t36 I,682,306.212 1,t.56 14,651,0t0

504Se 2520t2

34,000 841,rE7,136 1.6423',74,212 14.5( 1465t,505,

544

t4,6rJrq2013

20.000 I 84t,20?.136 | ,687,414,212 1456

08,201612431.< 3l 25 841,:31,1I 1,682,66:1,022 29.25 1d655,4:14

712,uly 21,

z0l62,43,425 3t 25 84t,!74,936 1,681,14q872 29.25 146f255489

3.25

11,20t637,204 ll 841,d2,136 t.6432?.4,272 29.2: 14,663,642,

993.25

1L2At72.8?,500 2 3r t5 841.89q636 L683.199.712 29.25 14,612,052,

368.25

2011

50,0fi 2 3l 25 841,949,63( 1,681,899,272 29.25 t4,67t,5t4,E6E,25

l\2a1710,613 2. 86 441.960249 1,683,90,49t 84.45 14,674,4|

l36.lc

20,?.0t12221 86 841962470 168392494C 84 4i 1467459469

9.55

2l,201886

|\,t.{ }34r972032 r 68394406,1 1461l"{062t

0.45563730 a.6ri .. 8425)5162 16850?1s24 8411 141210\32A

\"

(iv)

(v)

(D

f,.

Detoils ol My acqukition or

Company had acquired shares of Comptech and Consultants Limited. As on date, rhe

Compafly has completed of 99.81% equity shares.

Detuib of reorgMizotion or

Delrils ofShareholding of ahe Company on the Lat€st Quart€r End€d

Sharehoding paten ol the as on los, quarter i.e. 3ln March 2020plelse rcfer ro Ann€xure I:Shareholding Pattem. The shares or encumbered by the promoters are pan ofshareholding pattem.

Drt.oJ No.of I F,.r T lpeof ICuntulrUr(Allorm0,t lno.reruih

[quit)Allor rnrl equn\ I \'rtu{I .t,*- I rr, I .,J," I i""

1"h,.i,,,]

l**-

4.210 039

l9l8) l89l

(iD List ol l:op 10 holden oJ equitf of the Con pan! 6on 3Id M$ch 2020

F. fouowing derails regarding th€

(i) Detdls o! the cunent directo$

ofthe Company:

Total Shares

held in demat

form

o/o to

totalShare

Capital

243672.t"t I 24367217 t

FIDELITY ]NVETRUST FIDELITY

MARKETSOPPORTUNITIES

BARING INDIA PRIVAEQUITY FUND III

165214{i2BARING INDIA PRIVA

EQUITY FTJND IILIMITED

lvt.Jagdish Capoor,Chairman

DIN: 00002516

I Brooke Ville59 Mogul Lane,tahim

20.07.2010 Quartum Trustee CompanyPrivat€ Limited, LIC Pension FundLimited, LICHFL Tmstee

Company Privat€ Limited, LICHousing Finance Ltd, Nitesh

BANK {SINCAPOREII,IMIT 31216276 I 31276276 13.'701 AACCBOOTOE

3,425 I AAATF263IA

DSP SMALL CAP FTAID

AAATC446OE

2320000i I 23200000 12.'746

ABCPN8O92A

AINPST8]6B

AADCB4636P

AADCBO4]7F. I

INVESTMENTS LIMITTDMID CAP FTTND

NANDAKUMAR l4800tO7S | 4S00t078

t6019972 I 160199/2 I1.896

Estates Limited , HDFC Securities

Limited,Spandanasphoorthy

Financial Ltd

Mr.V.P.Nandakumar,

Managing Director &cEo

DIN: 00M4512

65 "Padmasaroj "Vazhappully House

Valapad.Post

Thissur- 680567

15.07.1992 Manappuram Healh Care Limited

, Manappulam Construction AndConsultants Limited, ManappuramHome Finance Limited, Asirvad

Finance Limited,Manappuram Chits (Kamataka)

Private Limited, Manappuam ChitFmds Company Private Limired,Manappumm Insuranc€ BrokersLimited, Manappuram ComptechAnd Consultants Limited, AdluxMedicity And Convention Centr€

Private Limited, Finance IndustryDevelopment Council,Manappumm Agro Farms Limited.Manappuam Jewell€rs Limited ,

SNST Advhories Privare Limited

, DTA advisory P\,1 Ltd , DTBAdvisory Pr1 Ltd , DT3 AdvisoryP!,t Ltd , Lions Co-OrdinationCommiltee Of lndia Association,

(Promoter In Maben NidhiLimited, Manappumm Chirs(India) Limited, Manappurdm

Asset Finance Limited)

Mr.B.N.Raveendm

Babu,

DIN: 00M3622

6',7 llanghat House

kipamangalanl.

ftrissur- 680681

17.08.2009 Asirvad Micro Finance Limited ,

Manappuram Insumnce BrokersLimited, Manappuram Comptech

& Consultants Ltd

Mr.P.Manomohanad.

DIN:00042836

78

ligh School Road

lhentrappinny. Posl

lkissur- 680687

18.08.2003 Nil

Adv.V.R.Ramachandr

an, Director

DIN:00046848

6',7 /aliparambil House

;0/840, Alyantholelllrissur- 680003

13.09.2002 Manappuram Insumnce BrokersLimited

Mr.Cautam Narayan

(DIN:029716?4)

40 602 Aqua Tower 08.02.20t8 Toolbox lndia Foundaiion

\\,,

Nnme, Designatio!r& DIN

Dirc,:tor olthe Compar')Sincc/ Date olsppoiotment

Mrs.Sutapa Banerj€e Springs 1, FlatNo:3003 A and B, 306

Floor. G.D.Ambekar Marg,Wadala Tel ExchNaigaon Dadar East,

Mumbai,Maharashtra

400014

06.02.20t9 JSW Cement Limited, NiyoginFintech Limited, JSW HotdingsLimited, Ananya Finance forInclusive Growth Private Limited,

, JSW Industrial Gases PrivateLimited, Monnet Ispat & EnergyLtd (taken over by JSW & AionPrivate Equity),Axis CapitalLimited (subsidiary of Axis bank)

, Godrej Properties Limited

,Camlin Fine Sciences Limited

Mr. Abijit Sen A 92, Gra Paradi,

572 Dadyseth Hill,August Kranti Marg,

Kemps Comer,Mumbai. Maharastra

17.01.2019 Natafim Agricultural FinancingAgency Private Limited, UjjivanFinancial Services Limiaed, TrentLimited, Cashpor Micro Credit,Kalyani Forge Limited, VeritasFioance Private Limited, U gro

Capital Limited (Formerly

Chokhani Securities Limited),Tala Investment Corpomtion Ltd ,

Booker India Pnvab Limited ,Booker Satnam Wholesale Private

Limited. , Asirvad Micro Finance

Limiled, Pmmerica Life Insurance

Limiied-Nomin€e Director of the

administrator of Dewan HousingFinance Corporation Limited

16 , Cricket13,elderberry

No Other Directorship in lndianCompanies. Holding Directorshipsin Companies incorporated in UK

Mr. Shailesh Mehta 1 EL Cenito Ave. 21.O) _2020 Safari lndustries (lndia) Limited,Aptus Value Housing Financ€

India Limited, NetafimAgricultural Financing AgencyPrivaie limited, Viskar FinancialServices Private Limited, tndiaShelter Finance CorpomtionLinited

As per decloration to the Compony, this is to confm that none of ib Dircctors are

. Mr. KshiEacar

. B.N RaveeDdra

2019 and Demise ofMr. Rajiven oo 19.10.2019

Executive Director wef29'h May 2020

Dirertor ofth€ Compan)Since/ D.te ofappoinlment

lFlillsborough, San IlF*"i.- I

lb"rir.-i" saoro,lLsl

(iD Details of change in dircctots

Mr.l.Unnikihnan. Executive

Director & Dy.cEo

DIN: 01773417

Resigned on

05.11.20r501.t0.2006 Resigned

DrV.M.Manoharan,

Director

DIN:000,14817

Resigned on

25.07.:2At4

18.08.2003 Resisned

Dr.Amla Samanta

Director

DIN:00758883

Appointed on11.03.20ts

17.03.20t5 Appoinled

Mr.Prad€ep Saxena

Director

DIN: 00288321

Retire by rotation and

not to get reappointed

wef09.08.20t6

15.05.2014 Resigned

Mr.Gautam Ravi Narayan

Director

(DIN:02971674)

Appoinled ofl08.02.2018

08.02.2018 Appointed

Mr.Shailesh Mehta

DIN:01633893

Resigned on

22.08.20t806.1l.2008 Resigned

Mrs. Amla Samanla Resigned on0l 04 2019

17.03.2015 Resigned

Mr. Sutapa Banedee

DIN: 02844650

Appoided on06.02.2019

06.02.2019 Appoiflted

Mr. Abhijit Sen

00002593

Appointed on11.0t.20t9

t7 _o7 _2019 Appointed

l,lr V R Rajiven

(06503049)

Date ofDemise:19-10-2019

06.02.2013 Cessation

Mr. Eknath Atmamm

Kshnsagar,

(00121824)

Resignarion

06.11.2019

+ tn:

;K r .^""'rr*

08.06.2012 Resignation

L

\ s\ i:,n,iv[u1

Date ofAppointmentResignation

Direclor oftheCompany Since

Remrrk!

Mr. Harshan Kollam

028M650

Mr. Shailesh Mehta

01633893

Appoinlment

Deloitte Haskins & Sells

LLP 00,2 Richmond Road , Bangaluru-5600125

Address: First Floor, WilmontBusiness Centre, Warriam Road, Kochi -

I 8t August 20 I 7

* Mr. B.N Raveendra was redesignated as Non-Execurive Director wef29d May 2020

Following details regarding the A of the Company.

(i\ Details of the auditor of ,he

Detoib of change in ouditotthe Compai! since August 18,

lost thrce yedrs: S R Ra{lbol & Associates ceased to erist as auditor ot7(25th AGM)

\,,!y

\ame. D(\iqnarion & DIN I

Dare ot Apt'oinrmrnt I Dirccro;f rhc I Rcnrarr.Rc.ignrlion t.'omtan) Since

]

28.01.2020

28.01.2020

ll. Details ofborrowing ofthe Company, a

(i\ De,olls oJ securcd loan lt.itities

on last quarter ended

slNo

Date ofAvailm€nt

Lender's Name

Type oFacilit,

AmoutrlSarctiooed (Rs incr)

AmountOutstanding (Rs in cr)

R€payme

nt DateSecuritv

I 30-Jun-18BAJAJFINANCE LTD

TERMLOAN

6.2s6.25 30-Jun-z0

Current Assets

incl Receivables

2 lo-Jun-18BAJAJFINANCE LTD

TERMLOAN

6.2s6.25 30-Sep-20

Current Assets

incl Receivables

3 3o-Jun-18BAJAJFINANCE LTD

TERMLOAN

6.256.25 31-Dec-20

Current Assets

incl Receivables

4 30-Jun-18BAJAJFINANCE LTD

TERMLOAN

6.256.25 31-Mar-21

Current Assets

incl Receivables

5 30-Jun-18BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Jun-21

Current Assets

incl Receivables

622-Nov-18

NABARD

TERMLOAN

75.00i5.00 3l-Jul-20

Assignment ofBookdebts-

Onlending toMFI'S & VehicleFinance at PrioritySector

722-Nov-

18NABARD

TERMLOAN

75.0075.00 3 I -Jan-21


OnlendingtoMFI'S & VehicleFinance at PrioritySector

E22-Nov-

18NABARD

TERMLOAN

75.0075.00 3l-Jul-21


OnlendinStoMFI'S & VehicleFinanc€ at PrioritySector

922-Nov-

l8NABARD

TERMLOAN

10.0010.00 3l-lan-22



:\\) 20

I

I

I I ITERM| | | ,.,o"L-^",- I I,u I rr INABARD I 10.00

ro.oo l3r-Jut-22



ll 22-Nov-18

NABARD

TERMLOAN

10.0010.00 3 I -Jan-23


Onlending toMFI'S & VehicleFinanc€ at PrioritySector

t222-Nov-l8

NABARD

TERMLOAN

10.00r0.00 3l-Jul-23



l322-Nov-

t8NABARD

TERMLOAN

10.0010.00 31-!an-24



1405-Mar-

l9CSB

TERMLOAN

6.256.25 28-Apr-20

All cunent Assets

including bookdebts and

receivables

I505-Mar-t9

CSB

TERMLOAN

6.25t;.25 28-Jul-20

AII current Assets


receivables

l605-Mar-

l9CSB

TERMLOAN

6.25t;.25 28-Oct-20

All culrent Assets


receivables

t'705-Mar-19

CSB

TERMLOAN

6.256.25 28-lan-21

All current Assets

including book

debts and

receivables

l805-Mar-

19CSB

TERMLOAN

6.256.25 28-Apt-21

All current Assets

including book

debts and

receivables

t905-Mar-t9 CSB

TERMLOAN

-..4 Rqt6.25 28-Jul-21

All current Assets


receivables

\,,

I I ITERM

,, l?;-'* lcsB lLoer' 6.256.25 | 28oct-21

All current Assets

including book

debts and

receivables

2105-Mar-

19CSB

TERMLOAN

6.256.2s 28-Jat\-22

All current Assets

including book

debts and

receivables

2222-Mar-l9

NABARD

TERMLOAN

5.405 ,10 3l-Jul-20


Onlending toMFI'S & VehicleFinance at Priorio,

2322-MaF19

NABARD

TERMLOAN

5.405.40 3l -Jan-21


Onlending toMFI's & VehicleFinance at PrioritySector

2422-Mar-l9

NABARD

TERMLOAN

5.405.40 3l-Jul-21



2522-M^r-l9

NABARD

TERMLOAN

5.405.40 31J^n-22



2622-M -19

NABARD

TERMLOAN

5.405.40 3l-lnl-22


Onlending toMFI'S & Vehicle

Finance at PrioritySector

2722-Mar-

l9NABARD

TERMLOAN

s.40rt-40 31-Jan-23


Onlending to

MFI's & VehicleFinance at PrioritySector

ffi\(lr q),'

] I ITERMi | | r-oor.,

^ l1l"* l.,** | 5.405.40 I 3 r-Jut-21


Onlending toMFI's & VehicleFinance at PrioritySector

2922-Mar-

t9NABARD

TERM

LOAN

5.405.40 31Jai-24

Assignment ofBookd€bts-

Onlending toMFI'S & VehicleFinanc€ at PriorilySector

3022-Mar-t9

NABARD

TERMLOAN

216.00216.00 31-lul-24



3l 22-Mar-19

STATE BANKOF INDIA TL

TERMLOAN

25.00ii5.00 22-ll0x,-20

Gold Loan

Receivables

including entireCurrent Assets

3222-Mar-19


TERMLOAN

25.0025.00 22-Sep-20

Gold Loan

Receivables

including entireCurrent Assets

3322-Mar-

19


IERMLOAN

25.002 5.00 22-Dec-20

Gold Loan

Receivables

including entire

Current Ass€ts

3422-Mar-

l9STATE BANKOF INDIA TL

TERMLOAN

25.0025.00 22-Mar21

Gold Loan

Receivables

including entire

Current Assets

3522-MaJ-

19

SI'ATE BANKOF INDIA TL

TERMLOAN

25.0025.00 22-Jun-21

Gold Loan

Receivables

including entire

Current Assets

3622-Marl9


TERMLOAN

25.00?x25.00 22-Sep-21

Gold Loan

Receivables

including entire

Current Assets

\"

-- lrr-r*- l.r^,-r^** l[Ht' I to l or nvora rl I 25.00

25.00 I 22-Dec-21

Gold Loan

Receivables

including entircCunent Assets

3822-Mar-

19


TERMLOAN

25.0025.00 22-Mar-22

Gold Loan

Receivables

including entire

Current Assets

3918-Apr-19

INDUSINDWCL

STUWL

]D

200.00200.00 l6-Apr-20

Receivables and

all Current Assets

4004-Apr-l9

BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Jun-20

Current Assets

incl Receivables

,1104-Apr-l9

BAJAJFINANCE LTD

TERMLOAN

6.256.25 3o-Sep-20

Curent Assets

incl Receivables

4204-Apr-l9

BAJAJFINANCE LTD

TERMLOAN

6.256.25 3l-Dec-20

Current Assets

incl Receivables

4304-Apr-

19

BAJAJFINANCE LTD

TERMLOAN

6.256.25 3l-Mar-21

Curent Assets

incl Receivables

4404-Apr-l9

BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Jun-21

Current Assets

incl Receivables

4504-Apr-

19

BAJAJ

FTNANCE LTD

TERMLOAN

6.25t;.25 30-Sep-21

Current Ass€ts

incl Receivables

4604-Apr-l9

BAJAJFINANCE LTD

TERMLOAN

6.25|i.25 3l-Dec-21

Current Assets

incl Receivables

4704-Apr-l9

BAJAJFINANCE LTD

TERMLOAN

6.25|i.25 04-Apt-22

Current Ass€ts

incl Receivables

4805-Apr-l9 RBL Bank

TERMLOAN

12.5012.50 04-Jul-20

Current assets,

Book Debts &loans and

&dvances

including GoldLoan Receivables

/Jlr*zA

4*z

4905-Apr-l9

RBL Bank

TERMLOAN

12.50t2.50 04-Oct-20

Current assets,


advances


5005-Apr-l9

RBL Bank

TERMLOAN

12.5012.50 04-l^n-21

Current 6ssets,


advances


5l05-Apr-

19RBL Bank

TERMLOAN

12.50t2.50 04-Apr-21

Current assets,


advances

including Goldlran Receivables

5205-Apr-t9

RBL Bank

TERMLOAN

12.5(r)2.50 04-Jul-21

Current assets,


advances

including Gold

Loan Rec€ivables

5305-Apr-

l9RBL Bank

TERMLOAN

12.5012.50 04-Oct-21

Current assets,


advances


5405-Apr-l9

RBL Bank

TERMLOAN

t2.5012.50 04Jan-22

Current assets,


advances


@

5505-Apr-l9 RBL Bank

TERMLOAN

12.5012.50 04-Apr-22

Current assets,


advances

including coldLoan Receivables

5602-May-t9

HDFC BANK .BUILDINGLOAN

TERMLOANBUILD NG

3.603.60 07-May-20

MumbaiCorpomte Office

5',702-May-l9

HDFC BANK -BUILDINGLOAN

TERMLOANBUILD NG

3.693.69 07-Aug-20

MumbaiCorporate Oftice

5802-May-19

IIDFC BANK -BUILDINGLOAN

TERMLOANBUILD NG

3.78].78 07-Nov-20

Mumhai

Corporate Office

5902-M^y-t9


TERMLOANBUILD NG

3.87a\.87 07-Feb-21

Mumbai

Corporate Office

6002-May-

t9


TERMLOANBUILD ).IG

3.96'.t.96 07-May-21

Mumbai

Corporate Office

6102-May-

l9


TERMLOANBUILDl {G

4.064.06 07-Aug-21

Mumbai

Corporate Office

6202-May-t9

HDFC BANK.BUILDINGLOAN

TERMLOANBUILD] \lG

1.164.16 07-Nov-21

Mumbai

Corporate OIfice

6302-May-

l9

}IDFC BANK -BUILDINGLOAN

TERMLOANBUILDI {G

4.26

-?/\4.26 0'7 -Feb-22

Mumbai

Corporate Office

,i.

26

64 lo2-Mav-

I TERM

HDFC BANK . I LOANBUTLDTNG I aurr-rLoAN I

C 4 .36 01-May-22Mumbai

Corporate Office4.36

6502-May-l9


TERMLOANBUILD NG

4.474.47 07-Ang-22

MurnbaiCorporate Office

6602-May-t9

I{DFC BANK .BUILDINGLOAN

TERMLOANBUILD NG

4.5 84.58 07-Nov-22

Mumbai

Coryorate Office

6702-May-19

HDFC BANK -BUILDINCLOAN

TERMLOANBUILD NG

4.694.69 07-Feb-23

MumbaiCorpomte office

6802-May-

l9


TERMLOANBUILD NG

4.804.80 07-May-23

MumbaiCorpomte Office

6902-May-

l9


TERMLOANBUILD NG

4.924.92 07-Aug-23

Mumbai

Corporate Oflice

7002-May-t9

HDFC BANK -BULDINGLOAN

TERMLOANBUILD \G

5.045.04 07-Nov-21

Mumbai

Coryorate Office

7t02-May-

19


TERMLOANBUILDI \G

5.165.16 07 -Feh-24

Mumbai

Corpomte Office

7202-May-

l9

HDFC BANK .BUILDINGI,OAN

TERMLOANBUILD] {G

5.295.29 07-Mav-24

Mumbai

Corpomte ofrice

{",zd\7-\ ffi

I I ITERMI I I r-oor.,I lo^o**o I7l lo7-Jun-19 lsANKrr.{rL I 66.67

66.67 107-Jun-20

Gold loan and

other loan

receivables and

the underlying

assets ofthecompany

'74 07-Jun-t9ANDHRABANK MTL

TERMLOAN

66.6166.6'.7 07-Dec-20

Gold loan and

other loan

receivables and

the underlying

assets of the

company

'75 07-Jun-19ANDHRABANK MTL

TERMLOAN

66.6'.766.67 07-Jun-21

Gold loan and

other loan

receivables and

the underlyingassets of the

company

16 07-Jun-19ANDHRABANK MTL

TERMLOAN

66.6766.67 0'7 -Dec-21

Gold loan and

other loan

receivables and

the underlying

assets of the

company

'77 07-Jun-19ANDHRABANK MTL

TERMLOAN

66.6',766.67 07-lun-22

Gold loan and

other loan

receivables and

the underlying

assets of the

company

'78 25-Jun-19 IFC

TERM

LOAN240.00

240.00 26-!un-22

Eligiblereceivables ofthecompany

79 29-Jun-19FEDERALBANK

TERMLOAN

50.0050.00 28-Jun-21

Gold Loan

Receivables

including other

Curent Assets

80 29-Jun-19AXIS BANKTERM LOAN

TERIV

LOA\9.09

9.09 30-Jun-20

Entire CurrentAssets including

Gold Loan

receivables

8l 29-Jun-l9AXIS BANKTERM LOAN

TERIvLOAI.

g0g 9.09 30-Sep-20

Entire Current

Assets includingGold Loan

receivables

@

I I ITERM

rz lzo.r*-ro lfi','ffi I -^

9.099.09 I l0-Dec-20

Entirc Current

Assets including

Gold Loan

r€ceivables

8l 29-Jun-l9AXIS BANKTERM LOAN

TERMLOAN

9.099.09 30-Mar-21

Entire CurentAssets including

Gold Loan

receivables


TERMLOAN

9.099.09 30-Jun-21

Entire Current

Assets including

Gold Loan

receivables


TERMLOAN

9.099.09 30-Sep-21


Gold Loan

receivables


TERMLOAN

9.099.09 30-Dec-21


Gold Loan

receivables


TERMLOAN

9.099.09 30-Mar-22

Entire Current

Assets including

Gold Loan

receivables

8E 29-Jun-19AXIS BANKTERM LOAN

TERMLOAN

9.099.09 30-Jun-22


Gold Loan

receivables

89 08-Jul-19 Kotak Mahindra

TERMLOAN

12.5012.50 08-Apr-20

Current Assets

including Gold

Loan Receivables

90 08-Jul-19 Kotak Malindra

TERMLOAN

12.5012.50 08-Jul-20

Curent Assets

including Gold

Loan Receivables

9t 08-Jul-19 Kotak Mahindra

TERMI OAN

12.5012.50 08-Oct-20

Current Assets

including Gold

Loan Receivables

92 08-Jul-19 Kotak Mahindrr

TERMLOAN

12.5012.50 08-Jan-21

Current Assets

including Gold

Loan Receivables

93 08-Jul-19 Kotak Mahindra

IERMLOAN

^

f}'" r 2.50 08-Apr-21

Curent Assets


zl'2l

\-,

I

I

I

,o I or-,u,.,. I *.*r***, | ffi

12.50 08-Jul-21

Current Assets

including GoldLoan R€ceivables

t2.50

95 25-.lul-19 RBL Bank

TERMLOANECB

97.5791.57 22)ul-22

Current assets,


advances


9623-Aug-

19

INDUSINDWCL

STL/WL

]D

200.00200.00 2l-Aug-20

Receivables and

all Current Assets

9727-Arg-19

SBI LIFE

TERMLOAN

33.3333.33 27-Aug-20

Gold loan and

other loan

receivables and

other curentassets of the

company

9827-Ang-l9

SBI LIFE

TERMLOAN

33.3333.33 27-ArE-21

Gold loan and

other loan

receivables and

other currentassets ofthecompany

9927-Ang-

l9SBI LIFE

TERMLOAN

3 3.33 27 -Aug-22

Gold loan a.nd

other loan

receivables and

other currentassets ofthecompany

t00

l8-Sep-

19PNB

STI-/W(L

D

300.00300.00 16-Sep-20

Current assets,

Book Debts &Receivables

including GoldLoan Rec€ivables

l0I

19-Sep-

l9PNB

STTAM(

LD

100.00100.00 l7-Sep-20

Current assets.



LID. \ar\* \

t#

LI0 l2]-Sen- I

z le PNB

Current assets,



100.00100.00 | 2l-Sep-2o

10 24-Sep-

t9PNB

STUWL

]D

50.0050.00 22-Sep-20

Current assets,



10

426-Sep-

19

UCO TERMLOAN

TERMLOAN

8.348.34 3o-Jun-20

Gold and Chher

Loan Receivables

and Other CurrentAssets

t05

26-Sep-

l9UCO TERMLOAN

TERMLOAN

8.348.34 30-Sep-20

Gold and OtherLoan Receivables


l06

26-Sep-

l9UCO TERMLOAN

TERMLOAN

8.348.34 3l-Dec-20


and Other CurentAssets

10

7

26-Sep-

t9UCO TERMLOAN

TERMLOAN

8.348.34 3 I -Mar-21


and Other CurrentAss€ts

10

8

30-Sep-

l9UCO TERMLOAN

TERMLOAN

8.348.34 30-Jun-21

Gold and othert,oan Rec€ivables

aad Other Current

t09

30-Sep-

l9UCO TERMLOAN

TERMLOAN

8.348.34 30-Sep-21

Gold and Other[,oan Receivables

and Other Current

lt0

30-Sep-

l9UCO TERMLOAN

TERMLOAN

...

8.34

5.>.8.34 3l-Dec-21


and Other Current

(,,

I

I

I I ITERM| | lroox

I I I lo-Sep- | UCO TERM Ir I ts lroaN I 8.348.34 | 3I -Mar-22

Gold ard Other

Loan Receivables


1l2

30-Sep-

l9UCO TERMLOAN

TERMLOAN

8.348.34 30-Jun-22

Gold and Chher

Loan Receivables


t13

30-Sep-

t9UCO TERMLOAN

TERMLOAN

8.328.32 30-Sep-22

Gold and Other

Loan Receivables

and Other Current

1r

430-Sep-

l9PNB TERMLOAN

TERMLOAN

66.6i66.6',7 30-Jun-21

Current Assels ofthe Company

l1

5

30-Sep-

19

PNB TERMLOAN

TERMLOAN

66.6766.67 30-Sep-21

Current Assets ofthe Company

ll6

30-Sep-

l9PNB TERMLOAN

TERMLOAN

66.6766.67 3l-Dec-zi

Curent Assets ofthe Company

ll7

3o-Sep-

t9PNB TERMLOAN

TERMLOAN

66.6166.67 3l-Mar-22

Current Ass€ts ofthe Company

1l

8

30-Sep-

l9PNB TERMLOAN

TERMLOAN

66.6666.66 30-l$-22


l1

9

30-Sep-

l9PNB TERMLOAN

TERMLOAN

66.6666.66 30-Sep-22


12

0

30-Sep-

l9OBC

TERMLOAN

12.5012.50 30-Jun-20

Current assets,


advances


t2I

3o-Sep-

19OBC

TERMLOAN

12.50

io\

12.50 30-Sep-20

Current assets,

Book Debts &Ioans and

including GoldLoan Receivables,W

t22

30-Sep-

l9 OBC

TERMLOAN

12.5012.50 3l-Dec-20

Current assets,


advanc€s


12

3

30-Sep-

l9 OBC

TERMLOAN

t2.5012.50 31-Mar-21

Current assets,


advaoces

including ColdLoan Rec€ivables

12

4

30-Sep-

l9 OBC

TERMLOAN

12.5012.50 30-Jun-21

Current assets,


advances

including ColdLoan Receivables

t25

3O-Sep-

l9 oBc

TERMLOAN

12.5012.50 30-Sep-21

Current assets,


advances


t26

30-Sep-

t9OBC

TERMLOAN

12.5012.50 3l-Dec-21

Cunent assets.


advances


t27

3o-Sep-

19OBC

TERMLOAN

12.5012.50 3l-M^r-22

Current assets,

Book Debts &Ioans and

advances


r;-

v \./ 33

12

8

30-Sep-

l9OBC

TERMLOAN

12.5012.50 30-Jnn-22

Current assets,


advances


t29

30-Sep-

l9 OBC

TERMLOAN

12.5012.50 30-Sep-22

Current assets,


advances


l30

30-Sep-

l9OBC

TERMLOAN

t2.5012.50 31-Dec-22

Current assets,


advances

including GoldIran Receivables

13

I30-Sep-

l9 OBC

TERMLOAN

12.5012.50 31-Mar-23

Current assets,


advances

including coldLoan R€ceivables

13

2

3o-Sep-

19oBc

TERMLOAN

12.5012.50 30-Jun-23

Current assets,

Book Debts &Ioals and

advances

including coldLoan Rec€ivables

13

3

30-Sep-

t9OBC

TERMLOAN

12.5012.50 30-Sep-23

Current assets,


adva[ces


l34

30-Sep-

l9 DLBSTUWCL

)

33.0033.00 28-Sep-20

Entire current

assets includingreceivables

l35

05-Oct-19 UNION BANKSTL/WCL

)

I 150.00 02-Apt-20Current Assets

incl Gold LoanReceivables

34

]3 | ,-o", ,e l^,o"uo"* li r50.00

150.00

I Current Assets

oo-en'-u o | {::..","11,3*

l37

03-Oct- 19 OBC

STL,\!L

]D

80.0080.00 0l -Apr-20

Curent assets,


advances


l3E

24-O.t-19CORPORATION BANK

STUWL

]D

250.002s0.00 21-Apr-20

On receivables ofCompany

l39

28-Oct-19S\I.JDICA'IEBANK

STt WL

]D

200.00200.00 24-Apr-20

Gold Loan

Receivables & allother Current

Assets oftheCompany

14

030-Oct-19

SYNDICATEBANK

STL/WL

]D

200.00200.00 26-Apt-20

Gold t an

Receivables & allother CurrentAss€ts of the

Company

14

I01-Nov-

l9AXIS BANK

STL/wlL

]D

75.0075.00 2E-Apr-20

On entire CurrentAssets oftheCompany

l42

04-Nov-t9

STATE BANKOF INDIA

STUWL

ID

100.00100.00 0l -May-20

Gold Loan

Receivables

including entire

Current Assets

14

3

07-Nov-

l9STATE BANKOF INDIA

STUW(L

D

150.00150.00 04-May-20

Cold Loan

Receivables

including entire

Cunent Assets

t44

07-Nov-l9

WOORI BANKTERM LOAN

TERMLOAN

4.174.17 07-May-20

Cold Loan &Other Current

Receivable

t45

07-Nov-l9

WOORI BANKTERM LOAN

TERMLOAN

4.t'74.1'.7 07-Aug-20

Gold Loan &Other CunentReceivable

t46

07-Nov-l9

WOORI BANKTERM LOAN

TERMLOAN

/.4.17

ra;\4.17 06-Nov-20

Gold Loan &Other CurentReceivable

r\/ rs

I

I I IrERM14 107-Nor- I WOORI BANK LOANt lB lrer:raroo* I 4.17

4.17I Cold foan &

05-Feb-21 |

Other Current

lReceivable

t48

07-Nov-

l9WOORI BANKTERM LOAN

TERMLOAN

4.174.17 07 -May-21


14

9

07-Nov-


TERMLOAN

4.174.17 06-Aug-21

Gold Loan &Other CurrenlReceivable

15

0

07-Nov-l9

WOORI BANKTERM LOAN

TERMLOAN

4.174.t'7 05-Nov-z1

Gold Loan &Other CErentReceivable

l5I

07-Nov-19

WOORI BANKTERM LOAN

TERMLOAN

4.t 74.1',7 07 -Feb-22

Gold Loan &Other CurrentReceivable

l52

07-Nov-l9

WOORI BANKTERM LOAN

TERMLOAN

4.174.t7 O6-M^v-22

Gold Loan &Other CurrentReceivable

15

3

07-Nov-


TERMLOAN

4.1'74.17 05-Altg-2z


15

407-Nov-t9

WOORI BANKTERM LOAN

TERMLOAN

4.174.t7 07-Nov-22

Gold Loan &Other Current

Receivable

15

5

1l-Nov-l9

STATE BANKOF INDIA

STUW(L

D

150.00150.00 09-May-20

Gold Loan

Rece;vables

including entireCurr€nt Assets

l56

20-Nov-

l9STATE BANKOF INDIA

sTLlW(L

D

150.00150.00 l8-May-20

Gold Loan

Receivables

including entire

Cument Assets

t57

2l-Nov-19

ICICI BANK

STUW(L

D

4200.00

200.00 l9-Mav-20

Current assets,


including Goldt oan Receivables

I 'f,'\. \

-;5

I

tl

,, | ,u-*o,- lrro*"o"* lls I rq I or n',ora I 200.00200.00 23-May-20

Gold Loan

Receivables

including entire

Current Assets

15

9

25-Nov-l9 ICICI BANK

STU\!L

:D

t45.00145.00 23-May-20

Curent assets,



16

0

07-Dec-

19AXIS BANK

STUWL

]D

125.00125.00 03-Jun-20

On entire CunentAssets oftheCompaay

l61

23-Dec-

19AXIS BANK

STL/WL

]D

50.0050.00 18-Jun-20


l62

23-Dec-l9

FEDERALBANK

STL/WL

]D

145.00145.00 22-Dec-20

Gold Loan

Receivables

including otherCurent Assets

16

3

I l-Dec-l9

IDBI BANKSTUWL

]D

70.0070.00 08-Jun-20

Gold Loans and

olher currentassets

16

4

24-Dec-

l9Kotak Mahindra

STI"'\L

]D

r00.00I00.00 20-Jun-20

Current Assets


16

5

26-Dec-

t9Kotak Mahindra

STL/WrL

]D

r00.00r00.00 22-lw-2o

Current Assets

including Goldtnan Rec€ivables

l66

l8-Dec-

19

SOUTH

INDIANBANK

STUWL

]D

50.0050.00 l5-Jun-20

Loan Receivables,

Book Debts &Other CurentAssets

t67

23-Dec-

19

BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Jun-20

Current Assets

incl Receivahles

l68

2l-Dec-l9

BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Sep-20

Current Assets

incl Receivables

t69

23-Dec-

19

BAJAJFINANCE LTD

TERMLOAN

6.256.25 3I-Dec-20

Curent Assets

incl Receivables

t70

23-Dec-l9

BAJAJ

FINANCE LTD

TERMLOAN Kl\ 6.25 31-Mar-21

Curent Assets

incl Receivables

37

[.i

1 l?;-*". li#fl.,"- llSx 6.256.25

Current AssetsJU-Jun-21

incl Receivahles

t72

23-Dec-

l9BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Sep-21

Current Assets

inclReceivables

t73

23-Dec-

l9BAJAJFINANCE LTD

TERMLOAN

6.256.25 31-Dec-z1

Cunent Assets

incl Receivables

t'7

4

23-Dec-

l9BAJAJFINANCE LTD

TERMLOAN

6.256.25 04-Apt-22

Current Assets

incl Receivables

t75

23-Dec-

l9BAJAJFINANCE LTD

TERMLOAN

6.256.2s 30-lun-22

Current Assets

incl Receivables

17

6

23-Dec-

l9BAJAJFINANCE LTD

TERMLOAN

6.256.25 30-Sep-22

Curent Assets

incl Receivables

t77

23-Dec-

19

BAJAJFINANCE LTD

TERMLOAN

6.256.25 3l -Dec-22

Curent Ass€ts

incl Receivables

17

8

2'7-Dec-

l9

SOUTHINDIANBANK

STUWIL

]D

25.0025.00 24-lun-20

Iran Receivables,

Book Debts &Other CurrentAssets

17

9

27-Dec-

l9SYNDICATEBANK

STUWL

]D

100.00r00.00 23-Jun-20

Gold Loan


Assets oftheCompany

l80

30-Dec-

19

SYNDICATEBANK

STLlWL

]D

I50.00150.00 26-Jun-20

Gold Loan


Assets oftheCompany

t81

30-Dec-

l9I'NION BANK

STUW(L

D

100.00100.00 21-Jn-20

Current Assets

incl Gold Loan

Receivables

18

2

31-Dec-

19HDFC BANK

STUW(L

D

t00 100 27-lnn-20EntireReceivablevc unent Ass€ts

t83

3l-Dec-l9

AXIS BANKTERM LOAN

TERMLOAN

50 50 31-Dec-20

Entire CufienlAssets including

Gold Loan

receivables

ffii

I

I

I I IrERM18 I ll-Dec- I AXIS BANK I LOAN+ lrs lreRMLoeN I

50 30-Mar-21

Entire Current


receivables

t85

3l -Dec-

l9AXIS BANKTERM LOAN

TERMLOAN

50 50 30-Jun-21


Gold Loan

receivables

18

618-Jan-20 IDBI BANK

STUWL

]D100 100 17-Apt-20

Gold Loans and

other curent

18

722-l^n-20 IDBI BANK

STUWL

]Dr00 100 2l-Apr-20

Gold Loans and

other currentassets

18

8

17-Feb-

20

QATARNATIONALBANK

sTLlWL

)D

23 23 l4-Mav-20EntireReceivables/Curre

nt Ass€ts

l89

29-Feb-20

HDFC BANKSTUWIL

]D

115 175 26-Atg-20Entire

ReceivableVCurlent Ass€ts

19

0

l9-Mar-20

HDFC BANKSTLATr'I

L]D

175 t75 15-Sep-20

Entire

ReceivableYCuIre

nt Assets

19

I

l7-Mar-20

S\'}IDICATEBANK

STI,AVIL

]D

t00 100 l4-Jun-20

Gold Loan

Receivables & allother CurrentAssets oftheCompany

l92

20-Mar-

20L]NION BANK

STUW(L

D

50 50 l6-Sep-20Current Assets

incl Gold hanReceivables

l93

2o-Mar-20

Kotak Mahindrll

STUW(L

D

t00 100 15-Sep-20

Clrrent Assets

including Goldloan Receivables

l94

20-Mar-

20

ANDHRABANK STL

STUW(L

t)

120 120 18-Jun-20

Gold loan and

other loan

receivables and

the underlying

assets ofthecompany

19

5

23-Mar20

VIJAYABANK - NOWBOB

STI-/W(L

ID

g50 150 2l-Jun-20


Gold Loan

r€ceivables

:

Y,,.

19 126-Mar- lrNDtAN lLo I zo leoNr 200 200 2l -Sep-20


including

Receivable

19

7

26-Ma+20

FEDERALBANK WCDL

STLlWL

]D

50 50 26-M^r-21

Gold Loan

Receivables

including otherCurrent Assets

19

6

30-Mar-20

ALAHABADBANK TERMLOAN

TERMLOAN

25 25 30-Jun-21

Standard Loan

Receivable and

entire othercureni asset

19

9

3o-Mar-20

ALATiABADBANK TERMLOAN

TERMLOAN

25 25 30-Sep-21

Standard Loan

Receivable and

entire othercurrent asset

20

0

30-Mar-20

ALA}IABADBANK TERMLOAN

TERMLOAN

25 25 3l-Dec-21

Standard Loan

Receivable and

entire other

cuffent asset

20

1

30-Mar-20


TERMLOAN

25 25 3l-Mat22

Standard Loan

Receivable and

entire other

current asset

20

2

30-Mar-

20


TERMLOAN

25 25 30-Jtn-22

Standard LoanReceivable and

entirc other

20

3

3o-Mar-

20


TERMLOAN

25.0025.00 30-Sep-22

Standard Loan

Receivable and

entire other

currentasset

20

4

30-Mar-20


TERMLOAN

25.0025.00 3l -Dec-22

Standard Loan

Receivable and

entire other

current asset

20

5

30-Mar-20


TERMLOAN

25.0025.00 3l-Mar-23

Standard Loan

Receivable and

entire other

curent asset

\, 40

20 llr-Mar- i coRPoRATIO lLa lzo lN aaNr I 250.00

250.00 27-Sep-20On receivables ofCompany

20

1

31-Mar-

20

UNITEDBANK

STL/I'L

]D

50.0050.00 27-Sept|

Standard current

assets includinggold loan

receivables

20

6

3l-Mar-20

CENTRALBANK TERMLOAN

TERMLOAN

20.8320.83 30-Jun-20

Current assets,

Book Debts,

Loans advances

and receivables

including goldloan receivable

20

9

3l-Mar-20


TERMLOAN

20.8320.83 3O-Sep-20

Current assets,

Book Debts,

Loans advances

and receivables

including goldIoan receivable

2t0

3l-Mar-20


TERMLOAN

20.8320.83 31-Dec-20

Current assets,

Book Debts,

Loans advances

and receivables

including gold

loan receivable

2tI

3l -Mar-

20


TERMLOAN

20.8320.83 3l-Mar-21

Current assets,

Book Debts,

Loans advances

and receivables

including gold

loan receivable

21

2

31-Mar-20


TERMLOAN

20.8320.83 30-Jun-21

Current assets,

Book Debts,

Loans advances

and rcceivables

including gold

loan receivable

21

3

31-Mar-

20


TERMLOAN

20.8320.83 30-Sep-21

Current assets,

Book Debts,

lrans advances

and receivables

including gold

loan receivable

Aq

| | IrERMI I ILOAN.zt l:t-uu.- ICENTRAL Iq lzo IBANKTERM II ILOAN I

20.8120.83 I 3l-Dec-21

Current assets,

Book Debts,

Loals advances

and receivables


2t5

3 I -Mar-

20


TERMLOAN

20.E320.83 31-Mar-22

Current assets,

Book Debts,

lnans advances

and receivables


21

6

3I -Mar-

20

CENTRAIBANK TERMLOAN

TERMLOAN

20.8620.86 30-lun-22

Current assets,

Book Debts,

Loans advances

and rcceivables

includinS goldloan receivable

21

7AXIS BANK

CASHCREDI'

50.0026.96


21

8ICICI BANK

CASHCREDI'

5.000.45

Current assets,



2t9

IJNION BANKCASH

CREDNI50.00

127.',10

Current Assets

incl Gold Loan

Receivahles

22

0

ANDHRABANK

CASH

CREDI']

80.0079.64

Gold loan and

other loan

receivables and

the underlying

assets ofthecompany

22

I

PTJNJAB

NATIONALBANK

CASHCRXDIIG

/B

50.0027.99

Current assets,



ffis)'li,1s4r^t/

22

2

ORIENTALBANK OF

COMMERCE

CASHCRED

80.001.72

Curent assets,


advances

includingcoldLoan Receivables

22

3

BANK OFBARODA (VIJAYABANK )

CASHCREDI

50.00

Entire Current


receivables

22

4IDBI BANK

CASHCREDI'G

7B180.00

170.02

Gold Loans and

other curentassets

22

5

SOUTHINDIANBANK

CASHCREDT

10.004.26

Loan Receivables,

Book Debts &Other CurrentAssets

22

6

CANARABANK

CASH

CREDT

100.0097.90

Entire Current

Assets includingAssets receivables

22,7

FEDERALBANK

CASHCREDI:

5.00L l3

Gold Loan

Receivables

including otherCufient Assets

22

8

STATE BANKOF INDIA

CASHCREDI']

475.00457.834

Entire curentassets includirgreceivables

9DLB

CASHCREDI]

1.000.68

Entire current

assets includingreceivables

23

0YES BANK

CASHCREDIl

10.00

Current Assets.


fl.al}

(i0 Detoih of Ansecured Loan

LoanDale

ledger

Code

Loan

Amount/OustandingInt

Rate

MaturityDate

Type OfFacility

28-Jun-

t9IBM India Pvt

Ltd. 10602 US 14,561 ,865 .22 8.74%

l-Apr-20

Unsecured

Loan

Refinancing

12-Sep

l9IBM India PttLtd. 40602 US 13,927 ,839.59 '7.91r

l-Apr-20

Unseculed

Loan

Refinancing

12-Sep-

l9IBM l ia P!,1

Ltd. 40602 US 14,230,324.06 '7.9tyo I -Jul-20

Unsecured

I,oanRefinancing

g-Dec-l9IBM lndia PrLtd. 40602 US 15,191,206.63 '7.t59/o

l-Apr-20

UnseculedLoanRefinancing

g-Dec-l9IBM India P!,t

Ltd_ 40602 US 15,523,574.26 '7.75yo l-Jul-20

Unseculed

LoanRefinancing

g-Dec-l9IBM India P!,1

Ltd. 40602 US 15,859,358.84 7.',75% I-oct-20

Unsecured

LoanRefinancing

89,294,168.60

DETAILS OF COMMERCIAL

Date of Maturilj-'Maturi8 Amountcr)

'Rs in

29-Sep-20 25.00

l0-Nov-20 00.00

18-May-20 50.00

20-May-20 00.00

20-May-20 50.00

28-Ma\-20 50.00

0l-Jun-z0 00.00

0l -Jun-20 50.00

12Jw-20 30.00

l0-Jun-20 )0.00

l0-Jun-20 l )0.00

29-May-20 t0.00

I5-Jun-20 I t0.00

l5-Jun-20 t0.00

1,g', s.00

:4-.4)_.'.

.. t)

(iii) Details of Mn-convertibte debe4utes (NCDi') ( Institutionat NCDi - tisted) _ (last qaorte, errded )

INE522DO7ADO 3 years 8.80% 200 30.10.2017 30.10.2020

CRISILSecured first ranldng

pari Pilssucharge by way

ofhypothecation

gold lotui

$e CompanyINE522DO7AE8 l,2and3

yearsIDFCBanl( 3

MCLRplus

spread as

date9.50o/o

(xrRR)whichtrzurslates

to apProx..

9.11o/o onmonthlyreset basis

)9.50

Cr29_06_2018 29_06_20t9

29.06.2020

.29.06.2021

CRISIL Secur€d first ranlingpari passu

charge by way

h)?othecation

and ftturegold Ioan

receivables ofthe Company

rliE522D07AF5 l,2and3ye€rs

IDFCBank 3

monthsMCLRplus

spread as

coupon

ddeg50%(xrRR)whichtranslates

to approx..9.11% onmonthlyreset basis

5r .5 Cr 31.07.20t 8 3l.07.20r9 ,

31.01.2020.31_O7.2021

CRISIL Secured first rankingp"n passu

charge by way

ofhpothecation

and tuturegold loan

receirables ofthe Company

INE522D07B82 3 years ,,a:

/.">--JQ.sool"ETXt\c \

R 215

Cr.

27b Sep

20t921h S"p2022

CRISIL Secured ranking paripassu charge

on the present

t..1(2,- ,r n!,,'/

45

and futurercceivables ofCompany

INE522DO7BCO nnking paripassu charge

on the present

and tutulereceivables

CompanyINEJ22DO7BD8

INE522DO7BE6 ranking pari

Passu charge

and futurereceivables ofCompany

27m March2023

CRISIUAA./Stable

ranking pari

Passu charge

HDFC TRUSTEE

COMPANY LTD A,/C

FLOATING RATE DEBTFIIND AAAIHl809A

ICICI PRUDENTIALBALANCED ADVANTFIJND

ADITYA BIRLA SUN LIFETRUSTEE PRIVATELIMITED A/C ADITYA

The public issue NCDS are

and on current assets, bookretail NCDS are secured bydebenture trust.

by mortgage over the immovable property of the Companyreceivables as described in relevant Debenture Trust Deed. The

Cold loan receivables of the Company as detailed in the relevant

(iv) Lbt ofTop l0 Debenture (as on jln March 2020)

l'"

6250 I 6250000000

2 I FI.ND 4500 I 4500000000

(v)

(vi)

RELIANCE CAPITALTRUSTEE CO LTD-A,/CNIPPON INDIA SHORTTERM FI'ND AAATRO09OB

KOTAK SAVINGS FUND AAATK4475FMORGAN STANLEY A(SINGAPORE) PTE, t250000000 AAECM3575FADITYA BIRLA FINANCELIMITED

MaturityAmount(Rs incr)

BIRLA SIJN LIFE LDUMTION FTJND

name of the subsidiary, jointilsued- Nil

Th€ anount of corporatc nt€€ issued by the Issuer along with nam€ of the counterparty (tikere entity, group conpany, €tc) on behatf of whom has been

Details of Commercial PapeN The tolal face value of Commercial Papers Outstanding as on the latestquarter end and its beakup in tabl€:-

5 2150 2750000000

I IDFC FIRST BANKo I rrurrEo 2500 2500000000 AADCI6523Q

2000 ?000000000

L*o10000000009 AABCB5769M

IAKCAPITALFINANCEro I uurreo 162 162000000 l*."o-*

20 I 25.00

20 I 2oo.oo

0l -Jun-

20

41

(Yii)

(viii)

(ix)

t.

Details of rest of the borrowingoptionally convedble debentures

if any including hybrid debr like foreign currency conv€nible bonds,slEres )- Nil

Details of all defaulrs and/or in paymeots of int€rest and priocipal of any kind of lerm toans,debt securities rnd other indebtedness ircluding corporrte guarantee issued by theCompany, in the psst 5 years.-

D€tails of 8ny ootstrtrditrgconsid€ration other than cash,pursuance ofan option. - The has nol issued ary debentures for consideration other than cash.

Details ofPromoters and Promoter croup

aakeD/ debt s€curities issued where tak€n / issued (i) forin whole o. part, (ii) at "

premium or discount, or (iii) in

e) \I aaI

'.'ylt'l

NIL.

as on latest quaaer end .

1o-Jun-

20

1s-Jun-

20

ls-Jun-20

t,.naterial regulatory proceedings tax liligations rcsulting in materirl lirbilities,

J. Abridged Version of Audited (wh€rever svailsbl€) and Standalone Finlncial Information ( likecash flon' statement) for rt least last thre€ yerrs snd suditorprofit & loss stat€ment, balance sheet

qualificrtiotrs, ifany: Ann€xure II D

Standtlone FinBncial lnformation

Qualifications, If Any Annexure II E

Abridged Version of Lat€st Audited / Review Hslf Yearl), Consolidrt€d (wher€ver avsihble) afldprofit & loss statement, and balanc€ sheet) ,nd Auditon

Any nrterial evenU development or implications on the finrncials/credit quality (e.9. any

EKALAVIAN

corporale restructuring event etc.) at

invest / continue 10 invest in the debt

The Issue. herebv declares that there has

may affect the issue or th€ investorts

M. NAME OF DEBENTURE TRUSTEE

The Company has appointed Caialyst

approved enlity as the agent and trustees

ofthe Debennre Trust€e are as under:

CATALYST TRUSTEf, SHIP LIM

Address: CDA Hous€, Plot No.85,

Colony (Right), Paud Road, Pune - 4 I IBranch oflice ai omce No. 83-87,8dIMittal Tower, B Wing, Nariman Point,

Mumbai - 400021

Tel No: +91 020-25280081

Fax No: +91 020-25280275

Email address: [email protected]

Website www.catalysttrustee.com

The Catalyst Trusteeship Limitodappointed as the Debenture Trustee to

Role dnd Respo,tsibilities of Debenturc

The Company will enter into a

powers, authorities aod obligations of

The Debenture holders shall, wiftoutand aulhorized the trustees or any of the

things necessary in resp€ct of ortemi of this Disclosure Documents.

Transaction Documents shall rest in and

holders. Any payment made by the

the Company p/o rarlo to the Debenture

N. Rating Rationale and Credit Rating

CARE AA./STABLE -lnstruments with

servicing offinancial obligations. Such i

CARE has issued the rating rationale .

The mting letter and rationale are enc

The above mtings are not adecision. The ratings may be subject to

raiing should be evaluated independently

oftime in future. The rating agencies ha

information etc.

tine of Issue which may affect th€ issu€ or th€ investorrs decision to

no materiil event, developmert or chanse at th€ time ofissu€ which

to inves, continue to invest in the debt securities ofthe lssuer.

Limited (formerly known as CDA Trusteeship Limited) a SEBI

and on behalfofthe Debenture holders. The address and contact details

(formerly known as GDA Trust€eship Limitcd)

known as GDA Trusteeship Limited) has given its consent to be

Issue.

Trustee Agreemenl,lD€benturc Trust Deed, inter-alia, sp€cifyiDg the

Company and the Trustees in respect ofthe Deb€nturcs.

firth€r act or deed, be deemed to have inevocably given their consent to

Agents or authorized ofrcials to do, inler alia, all such acts, deeds and

to the secuity to be created for secudng the Deb€ntures being offered in

rights and remedies under the Deb€ntuie Trust Deed andor olher

be exercised by the Trustees without having it referred to the Debonture

to the 'trustees on behalf of the Debentur€ Holde(S) shall discharge

adopted by Rating Agercies

mting are considered to have high d€gree of safety regarding timely

.am low credit risk.

as Atrnerure III ofthis Disclosure Document

or hold secur;ties and inv€stors should take their own

at any time by the assigning rating agencies and each

ratings oblained arc subject to revision at any point

t

to buy. sell

the mting at any time on the basis of new

o. Detrils/Copy of Guaratrtee Letter orIfAny

Not Appliclble

Cons€nt Letter from the Trustee

The consent letter of Ttustee enclosed as

P.

o. NAMES OF ALL THI RtrPROPOSED TO BE LISTED.

The Debentures are proposed to be

R.

will pay penal interest of I % p.a. overDe€med Date ofAllotment till the date of

OTHER DETAILS

Debeotur€ Redemption Reserve (DRR)

Designated Stock Exchange inSecurities) Regulations, 2008.

lte Company shall forward dle listingAllotmen(s).

Central Cover nent or any other

shall abide by such guidelines.

In case ofdelay in listing ofthe debt

Debentur€ Redemption Reserve is notNBFcs/registered with Resewe Bar* of

The Company also undertakes that, if

S. Issue/Instrunent Specifi c Regulations -

(0 ISSUE DETAILS

Rated, listed, secwe4placement basis for Rs

(ii) AUTHORITY FOR THE

This private placement of Depassed at its meeting held on M4s00 crores (Four Thousand

limits in terms ofthe resolution

consent to the borrowing by the

share capital of the Companypupose, provided that the total

shall not exceed the sum ofRs.

r ofComfort or Any Other Document / Letter iyi(h Similar lotent,

nnerure lV ofthis Disclosurc Document.

STOCK EXCHANGES WHERE THE DEBT SECURITItrS ARE

to the BSE within lhe 15 days ftom the Deemed Date of

beyond 20 days fiom the Deemed Date ofAllotm€nt(s), the Conpanycoupon rate,/effective yield rate fiom the expiry of 30 days from lhe

ofsuch Debentures. to the investor.

10 be created for issue of privately placed d€bentures by

on the wDM sesm€nt of the BSE Limited. BsE Limited shall be th€with Secudties and Exchange Board of India (Issue and Lisring of Debt

levant Details (Companies Act, RBI Guidelines, etc.)

ible debentures to be issued in dematerialized form on a private

250 crore

ENT

is any further guidelines are formulated (or modified or revised) by the

in respect of creation of Debenture Redemption Res€rve the Company

is being made punuant to the resolution of the Board of Directors

I 9, 2020 approved the placement of Debentures aggregating to Rs.

02ffi$"* t*entv Five Thousand crores)'

.1 - (-.

N

Hundred Crores) . The present Issue is within the general bonowingor Ausust 27, 2019 under Section 180(l)(c) ofthe Act. giving their

ofthe Company flom time to time not exceeding the paid up

its free reserves, that is to say, reserves not set apart for any specific

up to which monies may be borrowed by the Board of Directors

The Company can carry on its

(ii, UTILIZATION OF THf,

The proceeds ofth€ Issue willcorpomte purposes of the lssuer

regular course of business- Theguidelines applicable to NBFCS i

No part of the proceeds of thecapiaal markets and real estate

be considered /treated as a capital

The expens€s oflhe present issue

approvals, and ro funheron its said activities.

of the MoA of the Companythrough the present issue andproceeds ofthis Issue afterobjects.

lnterest or other benefits withnanes appear on the list ofdate/book closure date. Thesuch time that th€ beneficial

(iv) DEBENTURf,S IN DEMA

The Company has made deposi

Centml Depository Services

The investor has to necessarily

the provisions ofthebyelaws ofNSDL or CDSL, as

followed for transfer ofDebentures held in electronicbuyefs DP accounl to his

Applicants to mention their DP'sin the appropriate place in the app

the interest/benefits will be paid

(v) TRANSFER OF Df,

Debentures shall be trtuisferredmade thereunder and the rules,amended fiom time to time) andproc€dure followed for tmnsferthese Debentures held in electronithe buyer's DP accountto his

Transfer of the Debentures toeligible to do so, will be govemedthat the transfer fomalitiec are

be paid/ redemption will be made

palicipant.

appears in lhe records of the Depository. In

aclivities and future activities planned by it in view ofthe existings liom any govemment authorig are required by the Company to carry

PROCEODS

be used for any specific project and shatl be utilized for: (i) the generalluding repalnnent of existing debt; and (ii) for onwardi€nding in theproceeds from the Issue shall not be used in contravention ofthe IIBI

ing any policy applicable to banls on investment in NBFCS.

bentures would b€ utilized by the Issuer directly or indirectly towardsHence the subscription to the curent Debentures issue would not

ako be met from the proceeds ofthe Issue. The main object ctaus€il to undertake the activilies for which th€ funds are being mised

the activities, which the Company has been carrying on rill date. Theall expensos ofthe lssue will be used by the Company for meeting issue

D FORM

arrangemenrs with National Securities Depository Limited (NSDL) /Limited (CDSL) for issuance ofthe Debentures in dematerialized form.the Deb€ntures in dematerialized form and deal with the same as per

Act, the regulations made rhereund€r and the rules, r€gulations and thecase may be (as arnended fiom tirne to rime). The normal procedures

s held in d€materialized form shall b€ followed for tmnsfer of theseThe sell€r should give delivery instructions containing details of theparticipant.

DP identification number and beneficiary account number/client idform.

to the Debenlures would be paid to those Debenture Hotders whoseficial ol,ners given by the Depositories to the Issuer as on a recordwould keep in abeyance the palm€nt of interest or other benefits, tillis identified by the Depository and inform€d lo the hsuer where upon

the beneficiaries within a periodof30 days.

to and in accordanc€ with the Depositories Act, lhe regulationsand the byelaws of NSDL or CDSL, as the case may be (as

other appljcable laws and rules notified in respect thereof The normalsecurities held in dematerialized form shall be followed for transfer offonn. Th€ seller should give delivery instructions containing derails of

in case they seek to hold rh€ Deb€ntures and are

idelines ofRBI. The Fansferee(, should ensure

Date. In the absence ofthe same, interest will

such cases, claims,

the Company.

(vi) DISPUTES AND COv

The Debentures shall be

alone shall have jurisdiction in

Over and above the aforesaid

(vii) APPLICATIONPROCESS:

(a) How to Apply

The Issue will oper oninclusive) as slated

to submit an applicati

application money at an

and conditions specified in the

other Transaclion Documents-

The Company shall pay

hsue Closing Date, the

applicable documents

(b) who can apply

Applications for the Deblock letters in English

along with the delivery

Only eligible investors

Company can apply. Nomay apply in this Issu€.

eligible to apply for this

Scheduled

NBFCS and

lndian

Financial i

if any, by transferee(s) would need to be settled with the transfero(s) and not with

LAW

to be govemed in accordance with lndian hw. The courts ofMumbai

Mutual Funds;

Rural regional

with any matter arising out of or under these precincls.

and conditions, the said Deb€ntures shall b€ tunher subject to rle termsto be issued io the Alloflees, fie Debenture Trust D€ed and the

Issue Opening Date tud close on the Issue Closing Dare Ooth daysbelow. Potential investors who wish lo invest in the Issue are requestedfor the Deb€ntures with all the accompanying documenls and th€

time starting fiom the issue opening date and up to the issue closing date.

on the applicalion money at the rate to be set out herein. On thetim€ fbr submitting the application along wilh the accompanying

ion money is 6:00 pm, ifapplication money is credited drough RTGS.must be made in the Application Form and must be completed in

investors. Ihe full amount ofthe face value applied for has to be paidthe fully completed and execuled Application Form together wilh orher

who have been addressed tkough a communication directly by the

who has not received a direcl communication liom lhe Companyfollowing categories of investors, wheo specifically approached! are

placement of Debentures.

ial banks in India;

Non-Banking Companies;

in lndia;

regilter€d with Insumnce Regulatory and Development Authority;

itrclDding all lndia fnanciel i.sliotions;

Housing register€d with the National Housing Board: and

G) Procedureforapplyin

(viii) Notices

The notices to the Debentuedeemed to have been given ifofthe Debentures, as the case

register€d post or by hand delithe Company from time to lime.

be.

with the relevant

Debentures. Foreign

secondary market subj

Other eligible as per the concemed guidelines and regulations.

to invest in these Debentures. All Investors arc required to comply/ guidelines applicable to them fff investing in rhis issu€ of

Investors are allowed to puchase the Debentures on theto applicable ]aw.

to the Debentures, names in the Application Form should be identical loin the details in the Depository. In case ofjoinrholders, the names should

in d€naterialised form

The applicant have at leasr one beneficiary account with any of the Dp,s ofNSDLi CDSL to making the applicalion.

The applicant necessarily fill in the deiails (including the beneficiary account

' ID) appearing in the Application Form under the heading .,Detaits forlssue of in Electronic/Dematerialised Fofr "

Debentues al to an applicant will be otdited to the aF,I,licant's respectives) with the DP.beneficiary

For subscribingthose appearing

necessarily be

the DP.the same sequence as they appear in the account details maintained with

Debentures indetails are given under lhe heading "Details for Issue of

ic,/Demaierialised Form" in the Application Form, ir will be

owner is identified by the Depository(ies) and conveyed to the Issuer,

amount and benefits will be paid to the ben€ficiades, as

) required to be given by the Company or the Trustees shall be

by registered post to the sole/first Allotlee or sole/firsl regisrered holder

incomplete application and the same may be held liabl€ for rejection atthe sole ofthe hsuer.

Debentures, th€ address, nomination details and other deiails of theapplicant as with hi$/her DP shall be used for all conespondence with theapplicant. The applicant is therefore responsible for the correctness of his/herdemographic ils given in lhe Application Form vis-a-vis lhose with his,her DP. Incase the i ion is incorrecl or insumcient, the Issuer would nor be liable for thelosses, if any.

The amount or other benefits would be paid to those Debentwe Holderson the list ofbeneficial owners maiotained by lhe Depository(ies) as

In case of those Debentures for which the b€neficial owner is notidentified in

keep inthal the

whereupon the

identified.

records ofth€ Depository(ie, as on the record date, the Issuer wouldthe payment of the redemption amount or other benefits, until such time

to b€ given by the Debenture holde(s) shall be sent byorlo such persons at such address a" may be nolified b)

All tmnsfer related

AuotmenlDebenture(s), etc.,

other notices / correspondence

be sent by registered post or byaddress as may be notified by the

(ix) L€tlcr/s of ,llotmenrrefond

The beneficiary account of theDepositor/ Ser,,ices Ltd (CDSL)

fiom the Deemed Date of

The Issuer further agrees to pay

(x) Right to Acc€pt or Reject

The Company reserves it's tull,in full, without assigning anywith the refund warrdnt,

allotment letten/retund orders

the closure ofthe issue.

realization of the cheque(s)/

that are not complete in allinterest on the application mgrounds, including but not

Number of Debentures

Applications exceeding

Bank account details not

G)

o)

G)

(d) D€tails for issue ofin appropriate place-

(e) In case of applications

relevant documents not

In the event, ifany D€benture(s)

Deb€ntures will be retunded, as

(xi) PAN/GIR Numb€r

All applicants should mention

Income Tax Circle / Ward / Dithe fact of such a non-allotment

Signatures

Sisnatures should be made inattested bv an authorized official

55

ta{ exemption certificates, intimation for loss of Letter offor issue of duplicate debeotures, interest warrnrb erc. and/or any

tIrc Deb€nture Holde(s) to the Company with regard to the issue shoutdd€livery to the Registrar, or to such pemons at such p€rsons at such

liom time to time.

r(s) and interesl in case ofdelay in dispatch

investorG) wift National Securities Depository Ltd. (NSDLy CentralPa cipant will be given initial credit within two working days

The initial credit in the account will be akin ro the letter of allotment.

as per the applicable provisions ofthe Companies Act, 1956, ifthenot been dispatched to lhe applicants within 30 days liom the date of

and absolut€ right 1o accept or reject any application, in part orthereof. The applicants will be iotimated about such rejection along

with interesl on application money, if applicable, from the date ofdratu(s) till one day prior to th€ date of refmd. The application formsare liable to be rejected md such applicant would no! be paid any

Application would be liable to be rejected on one or more t€chnical

for is less than the minimum application size;

issue size;

in electronic/ dematerialized form not given; PAN not mentioned

power ol attomey by limited companies, corporate bodies, trusts, etc.

lied for iV are not allotted in full, the exc€ss application money of such

be permitted.

PAN or the GIR Numb€r allotted under Income Tax Act. I 96 I and the

In case where neither the PAN nor the GlRNumber has been allotted,

be mentioned in the Application Form in lhe space provided.

or in any of the Indian lanBuages. Thumb impressions must

a Bank or by a Magistrat€Notary Public under his^rcr ofiicial seal.

2. ISSUf, DtrTAILS -

Summary ofTerm oflssuarc€ ofthe

DISCLOSURES PERTAINING TO

(i) Name ofthe Bank declaring the

(iD The year in which the enrity is

(iiD Outstanding arnount when the

(iv) Name ofthe entity declared as a

(v) Steps taken, ifany, for the

(vD Other disclosues, as deemed fit

(vii) Any otherdisclosure as specified

B. ADDITIONAL COVENANTS / UND

The lssuer undertakes that:

(D

(iD

Undertaking regarding RB€onfirm that none ofits Directors

This is to mdertake thatDeed would be executed withinsame would be uploaded on rhe

been listed, within five working

(iii)

(iv)

This is to undertake that p€rm

be taken ftom existing creditors,

Security creation (where appliSecurity Documents, the

interest of at least 2% p.a. over

(v) Default in Payment

In case ofdefault in payment of

the deemed date ofallotment till

at the rate of2% p.a. over the

Delay in Listing

In case of delay in listing of the

Company will pay penal interest

(vi)

DEFALILT

as a wilful defaulter: Not applicable

lared as a wilful defaulter: Not applicable

is declared as a wiltuldefaulter: Not applicable

defaulter: Not applicable

Som the lisl of wilful d€fauhers: Nor applicabte.

the Issuer in order to enable investors to tal(e informed decisions: None.

the board ofdirectors: None.

AKTNG BY THE COMPANY

defaulten list as per declaration submitted to lh€ Company this is toappearing onthe RBI/ECGC defaulrers list.

for the creation of the charge, where applicable, including the Trusttime ftame prescribed in the relevant regulationvacrrules etc. and the

bsite ofthe Designaled Stock Exchange, where the debt securiries haveof execution of the same.

/ consent from the prior creditor for a second or pari passu charge willapplicable, in favou ofthe Trustee to the proposed Issue.

e): In case of delay in execution of the Debenture Trusr Deed andwill refimd lhe subscription with agreed mte of interest or will pay penalcoupon rate till these condilions are complied wirh at rhe option ofthe

and/or principal redemption on the due dates, additional interesr ofrale will be payable by the Company for the defaulting period.

securities beyond 20 days from th€ deemed date of alloonent, the

of30 days ftomat least I % p.a. over the coupon mte ftom the expirylisting of such debt securities to the investor.

/3It(,\a\

C. DECLARATION

D. DISCLOSURES AS PER

Th€ Issuer also confmns that this Dimake the statemeds made therein, inDisclosure Document also does not contain

The hsuer accepts no responsibility forother material issued by or at the instance

ll is hereby declared thal this DisclosueExchange Board oflndia (Issue and Listing

information would b€ doing so at his o\.,n

Sign€d by Manoj Kumar V.& Company2020 passed by the Financial Resouces

For Manappumm Finance Limited

Manoj Kumar.V.RCompany S€cretary

Date: lodJune 2020Place: Valapad

(,)

(ii)

Pay in Date: Pay in Date can be T

Manner ofBidding: Open Book or

(iiD Mode ofAllotment / Allocation

(iv) Mode of Settlementi ICCUEscrow

(v) And any other such disclosures a

E. MANNER OF BIDDING

Since the Issue size is Rs.250 crore ,theGuidelines. Ser out b€low is the biddins

1.

2.

The Issuer is registered with BSE

The Investo(s) should regist€r

https:/6ond.bseindia.con ssuer

Document contains full disclosures in accordance with Securities andofDebt Securilies) Regulations, 2008as amended tom time to tine.

Documenr does not omit disclosure of any material fact which mayof the circumstances under which they are made, misleading. The

false or misleading statement.

statement made otherwise than in this Disclosure Document or in anyoflhe Issuer and that any one placing reliance on any other source of

pursuant to the aulhority gmnted vide resolution dated 10d June

Management Committee of Board of Directors.

BOOK MtrCHANISM

or T+2

Book tliddins

Uniform l'i€ld/Multiple Price/ Multiple Rate

Mechanism

ksuer shall abide by SEBI EBP Circular along with the Operarionalin brieffor vour readv reference:

Platform.

with BSE BOND-EBP Platform fiom the below URL:

57

3.

4.

8.

Time line for issue s€tup and

Bids shall be made by way ofdecimal points.

bid amount in Rup€es (INR) and yield in basis poinrs i.e. up to four

5. For fulher details, Investors refer the SEBI EBP Circular and the Operaling cuidelines.

hereunder and id€ntified upftont by rhe hsuer may apply for theOnly eligible Investors as giDebentures by completing the Form in the prescribed format in blo{k letters in English as perthe instructions contained . The minimum number of Debentures that can be applied for and rhe

in the Applicalion Form. No application can be made for a fiacrion ofarnultiples thereofshall be set out

Debenture. Application Forms b€ duly completed in all resp€cts and applications not completed injected. The name of the applicanfs bank, twe of account and accounl

details will be printed on the

the applicant. This is requir€d for the applicant's own safety and theseorders and /or redemptions warrdnts.

7. Settl€ment:

Pay-in towards the allotment of of securities shall be done liom the account of the bidder, towhom allocation is to be mad€. in shall be done though clearing corporation of BSE.

Settlcment Summrry

the said manner are liable to benumber must be duly complet€d

l

Al leasr i\ o working days prior to rhe start of issue

oPening date.

Bidding announcement on

Platform along with details

closing time

At least one working day beforc initiating thebidding process.

Time frame for Bidding window The bidding window shall be open for ar leaS one

Successful

to the bank

houIs.

allotment for

Issuer to give

provide

l2:00 houm.

ClearingIssuer.

to transfer funds ftom bank account(s) registered with BSE BONDofICCL to the exaent offirnds pay-in obligation on or before 10:30

Bank Account ofICCL shall be as shared by BSE to the Investors.

BSE BOND about the final decision of the Issuer to go-ahead wilhissue by 12:00 hours.

instruction to RTA for crediting securilies to successful bidders. RTA toaction file along with all requisite documents to Depositories by

to initiare transfer of funds to the bank accounts designated by the

Activity for Depositories

Depositories on the instructiontell{A

RTA, will be crediting the Debentures to the demat

9.

lt.

1.

B.

c.

D.

Housing Banl (NHB); (ii) Asirvad

Post-Allocrtion Disclostrres hv f,BP

, the hsuer shall disclose the lssu€ Size, yield, ISIN, nunber of

Th€ EBP shall upload such data,

successful bidde(s), etc., in accordance with lhe Operational Guidelines.provided by the Issuer, on its website to make it available to the public.

10. Offer or Issuc ofDisclosure mcnt lo Suciressful Bidderr

The Private Placement Offe. along with the Applicarion Form will be hsued to the successtulbidders. Successtul bidders be required to complete and submit the Application Form and PrivatePlacement Offer Letter to the in order to accept the offer of Debentures. No person other than the

Placement Offer Letter has been issued by Issuer may apply for theApplication Form received fiom a person other than those sp€cifically

Upon final allocation by the

successful biddeN, category of

succ€ssful bidders to whom the

lssue though the PPOAL and

addressod will be invalid.

Splitting and Consolidation

Splitting and consolidation oflot is one Debenture.

FORM NO PAS-4

PRTVATE PLACEMENT OFFER APPLICATION LETTER Pxrsuaot to section 42 and CompaniesRules,20l4

olher details of the Company indicating both regist€red offic€ and

Crospectus and Allotm€nt oI

GENERALINFORMATION

Name, address, wcbsite andcorPorat€ ollice:

MANAPPURAM FINANCE LIMITED(Formerly'MANAPPURAM GENERAL

Debentures is not applicable in the demat mode form since the saleable

AlID LEASING L]MITED')

ew), "Manappuram House", Valapad, Thrissur 680 567, Kerala, India

having a valid cedificare of registration from Nationalwhich deals with the business of micro finance; (iii)

Registered Officer IV/47oA(Old) w/63

TGr: (+91 487) 305 0000, Frx: (+91 487) 9298

W€bsite: w1vw.manappumm.com

Drte of incorpo ration of the Com pany:

lncorporated in the Thrissur, Kerala, oflndia on July 15, 1992.

Busioess carried on by the Compaoy its subsidiaries wilh the detaih of branches or unils, ifany:

we are one ofthe leading listed NBFCS money against the pledge ofhousehold andTor used goldjewellery(Cold Loans) and the second largest Gold provider in lndia. We have pan lndia presence with 3000+ branches

across 5 union territories and 27 states india and we also have other business such as lotui againsl prop€rty,

forcign exchange and money transfer in The Company had 4 subsidiaries; (i) Manappuram Home

Financ€ Limited, it is in the business

E.

B.

Manappulam Insurance Brokerc Ltd the business of insurance brokering; and (iv) Manappuram Comptech

and Consultants Limited which is a IT and sewic€ company.

Briefparticulsrs of th€ manag€menl of Company.

OUR MANAGEMENT

Borrd ofDircctors

The composition of the Board of is govemed by the provisions of the Companies Act and the SEBI

the Company provide that the Company shall not have less than three(LODR) Regulations, 2015. The Articles

Dir€ctors and not more than fifteen unless otheruise determined by a special resolution.

Under the ovemll super intendance and ofthe Board, the day to day affairs ofthe Company is manag€d by

the Managing Direcior and Chief Executive fficer(MD&CEO)

Mr. V.P. Nandakumar and assisted by a ofprofessional with proven track record in the irr€sPective are as of

functions.. Pres€ntly the Board is of l0 Directors.

Key Management Personiel of the

Following are the KeY Management I ofthe Company;

V. P. Nardaluar, aged 65 Years, is Managing Director, chief Promoter of the Manappuram Group ofour Company. He holds a master degree in science Oom Calicut

Companies and Chief Executive Oflicer

Universiry and is also a Cerrified of Indian Institute of Bankers. He has in ihe past been associated with

the banking industry in various capacities. has been th€ Diector ofour Company since July 15, 1992. He was re_

designated as the Managing Dlector and

efrectiv€ fiom May 19,2012.

ief Executive Oflicer by the resolution ofthe Board dated May 18, 2012

Manoj Kumar VR, aged zl4 years, is the Secretary ard Compliance Officer of our Company. He holds a

bacheloas degee in commerce and a 's degree in commerce from the University of Calicut He is a fellow

member of the Institute of ComPanY ies oflndia. He has around 16 years ofwork experience. H€ has been

working with our Company since January 20t9.

Bindu AL, aged 45 yea$, is the Chief Officer ol our Company. She holds a bachelor's degree in commerce

llom th€ University ofcalicut She is a of the Institute of Chartered Accountants of lndia. She has over 2 I

years of work experience in ManaPPuram Linited. She has been working with our Company since I 998.

Nam€s, addresses, DIN and occupations

The following table sets forth the details rhe hoard as on the date ofthis offer document.

01.07.1939AACPC3294L00002s16ChairmanMr.Jagdish Capoor

1601 Brooke ville359 Mogul Lane

MahimMumbai- 40001 6

Mobile No: 9820039991

Email ID:

[email protected]

2 Mr.V.P.Nandakumar

"Padmasaroj"

Vaz-happully House

Valapad.Post

MobileNo: 9387111140Email ID:[email protected]

Managing

Dhector & CEO

00044512 ABCPNSO92A 18.05 lg54

3 Mr.B.N.Raveendm Babu

Blanghat House

Kaipamangalam.Post

Tkissur- 680681

Mobi)e Noi 9387111149Email lD: babq@!q!rappua4.!9!

Non ExecutiveDirector

00043622 ABMPR2273B 10.02.1952

I Mr.P.Manomohanan

Hish School Road

Chentrappinny.Post

Thrissur- 680687

Mobile No: 9349712021

Email

lD:paalsashallr@cEar!.ls!!

Diaector 00042836 AALPM9856H 15.06.1941

5 Adv.v.R.RamachardranValiparambil House

50/840, AryantholeThrissur- 680003

Phone No: 0487 2361488

Mobile No: 7559961488

Email lD:adyJ4@gllalLlpq

Director 00046848 ABPPR2O8SJ 10.12.1952

6 Mr,Gautam Ravi Narayan

1602 Aqua Tower II, Planet Codr

Keshavrao Kladye MargMahalaxmi.Mumbai-4o00 I IMobile No- 9967870088Email ID:gA@lqJ@[email protected]

Director 2971674 ADMPN77I3

al3.l1.1979

7 Ms. Sutapa Banerjee

Springs 1, Flat No: 3003 A and

30t Floor, G.D. Ambekar Ma

wadala Tel Exch Naigaon DaEast, Mumbai, Maharashtra 4000

Ph: Sl 98202 82881

Email lD: sslapabadi5@gEaitlg!

B,

8,

4

Director 02844650 AGBPB6OO]B 24.03.196s

8 r'{r. Abhijit Sen

A 92, Grand Paradi, 572 Dadys

D;(siB'F / \Y7-:=<:P7 \

00002593 AAHP56626D l7.l1.r950

;( *r$.i

Ylir/

C.

Hilt,Augusl Kranti MargNear Kemps Comer,Mumbai, Maharastra - 400036Ph: 982107 5324Email ID: [email protected]

9 Harshan Kollara

Flat 16 Cricket Court, 13 EldefteWay, LondoL E66JJ

Ph: +44 (0) 790327017 749856712

Email i harshanls@,vahoo.com

ry

r8!

Director 02844650 AAHPKI955D 0l. t L l95 I

t0 Shaileh Mehta

401 EL Cedro Ave, HillsborouSan Francisco, Califomia 94010, L

l,s

Director 01633893 ABAPM4682R 22.04.t949

Occupation: Service

Management's p€rception of risk facton

RISKS Rf,LATING TO OUR BUSINES

(i) Our business is highly regulated

changes. Further compliance wisignificant costs and otherwise ms

(iD Our business is capital intensive a

a material adverse effect on our li(

liiD we have implemented KYC noncompletely effective, and are su

reputation, business and results of

liv) Any failwe to make required filiresult in the imposition ofp€naltie

J) Volarility in th€ market price ofgroperations.

:vi) A slowdo$r in economic gro\rtl

our business.

.vii) lncrease in competition from ourshare, which in tum may adversel\

viii) We may not be able to successfull

.ix) Our firancial performance is padi,

interest rate risk in lhe firrur€ it c,

afiecting our business, cash flow{

and we may be advenely afected by futule legislative or regulaloryh many of the regulatioDs applicable to our opemtions may involvey impose restrictions on our operations,

ld any disruption or restrictions in mising fnancial rosouaces would haveuidity aDd fmancial condition.

ls as well as measur€s to prevent money laundering which nuy not b€)ject to RBI inspection. Any ady€Ne action by RBI could affe.t ouroperations.

rgs by lhe Company a its sub6idiary *ith rcgulatory authorities may

ld m6y advdsely affect our lmancial conditioq cash flows and rcsulb of

in India and other political atrd economic facto$ may adveNely affec!

Feer group in the fmance sector may rEsult in rEduction of our marke!afrect our profi tability.

i manage and maintah our gfowlh.

,,@@ao)-n" ,,.*sr mre risk. rrwe fait to adequatery manase our

gd_/-,bJ: in A+ry effect on our net hteresr maryin. thereby adversely

:\'ru${*"i""\ .\: -

RISKS

(,)

(iD

(iiD

G)

Gi)

If interest rate restrictions are

may be adversely affected.

The Company, it's Managingemployees subject to certainmaterial adverse effect on out

(xii)

adverse effect on our net interest

We may not b€ able to realize the

Our Company's auditors have

with respect to certain matt€rs

increase borrowing costs and

statemelts for the financial years

There were instances of fraudmisappropriations / cash em

We are also subject to the risk of

Inaccurate appraisal ofgold by

We are subject to the risk ofresult in loss ofcollateral for the

and legal risk.

We may not be able to raise

ability to access capital also

In order to successfully manage

retain key employees.

Our foreisn cunency exchanse

required to adhere to strict KYC

Thero are lenders who have pari

(xiii)

(xiv)

Gv)

(xvi)

(xvii)

(xviii)

Gix)

(xx)

(xxi)

(xxiD

(xxiii)

(xxiv)

(xxO

(xxvi)

(xxvii)

(xxviii)

(xxix)

(xxx)

(xxxi)

OUI branches are vulnerable to

We have entered into, and may

Majority ofour custome. base

by declining economic conditions

We are €xposed to a variety of ri

Our insurance mav not be

Any instances of failues to

approvals to opemte our busi

We do not currentlv own the

We have incured/may incurareas. where infrastructural faci

We depend on customer-supplied

Our ability to pay interest

time in connection therewilh

on lending by NBFCS, our opemting results and financial condition

and Chief Executive Officer, Executive Director and cenain of ourproceedings and any adverse decision in such proceedings may have a

business, financial condition and results ofoperatioru.

uate additional capital in future on the terms favomble to us or at all. Ouron our credit ratings and any downgmde in our credit mtings wouldin our access to capital and lending markets. The above may havein and the gro\th ofour business.

full value ofour pledged gold, which exposes us to potential toss.

cenain matters of emphasis or qualified their Auditor,s reponified in the Cornpanies (Aud;tors' Repon) Order, 2003 on the financial15,2014,2013 a\d2012.

lhe Corrpany by employees of the Company where gold loan related

p€rsonnel may adversely affect our business and financial condition.

receiving slolen goods as collateral from customers which maydhbursed.

to enter into related party Fansactions.

ises individual borrowers, who generally are more likely to be affecledthan larger corporate borowers.

including liquidity rislq intorest mte risk, credit risk, operarional risk

expand our business, we must b€ able to at!-ac! rain, motivate and

to protect us againsl all potential losses to which we may be subject.

renew or maintain our statutory tuid regulatory permits and requiredmay have an adv€rse effect on our business.

to the "Maflappuram" logo.

expenses or face op€rational difficulties in ruralare limited.

ion when evaluating customer creditworthiness-

may be adversely affected by exchange mte fluctuations and is

over the Security provided.

fo1k*o\.' *".' *e principat anounr ourstandins liom rime iobc sugiect ro various fac@rs inler-alia includitrg our lmatrcial condilion.

s1/ "

pmfitability, the general

account of any risk exposures.

(xxxii) You may be subject to Indian

(xxxiii) System failures or inadequacy

opemtions and rcsult inow reputation.

(xxxiv)

(xxxv)

Debenture will list in Bombay

No debenture redemption reserve

Debenhres Crealion of

business days fiom th€ date oftheprocured from the exjsting charge

"Th€ Company is, subject to the

suffrcientlv entitled to the more

Particulars of the exislins encumbrances

Furtherl hsuer undertakes to obtain all

Debentues. As per Companies

debenture redemption reserve as

placed debentures.

became infiuctuous. Company

Court of Kerala, at Emakulam

D. D€tails ofdefault, ifany, including there i

Service Tax Cases

The were 3 pending cases

and no cases are pending as on

Vslue Added Tax Cases

It is turther stated thaq upor receipt ofholder; the nature of charge in respect of

(D The Assistant Commissioner

{34,434,001 (the'Demrnd")

existing charge holder, will operate as

assessment vear 2014-l 5.

against the ordef on February Ion inter-state purchases of

dated Ausust 8, 2018 (the "StayHigh Court of Kerala, at

The state Tax oficer, (Ininvestigation by verirying the

assessment year 2012-13 on

of true and correct records,

t7,600,288 (th€ "Penslty Dema

appeal before the Deputy

along with an application for

(iD

Court of Kerala, at Ernakulam ( early h€aring ofthe appeal and stay ofdemand. The

conditions in India and the global financial markets and the impact on

arising on the sale ofthe Debenores.

secudty breaches in computer systems may advefsely affect ourloss, disruption of our businesses, regulatory intervent;on or damage to

Exchange, potential investors can tmde the debentues in BSE.

No debenture redemption reserve is being creared for the presert issue ofredemption reserve is not required for the proposed issue of the

Capilal and Debennre) Rules, 2014 NBFCS need not creat€ a

under Section 71 of the Companies Act in resp€ct of privately

encumbrances, as mentioned below, seized and possessed of anddes€ribed in the First Schedule hereunder wrinen.

requisite no objection certificates ceding pari?a.ist charge wilhin 90Trust Deed and till the time the requisite no obiection certificates are

s); the charge (to the extent of no objection certificates pending fiom

the amount involved, duration ofdefault and present status, in repayment

Service Tar which were withdnwn under the Sabka Viswas Scheme

State Tax, State CST Deparunent, Thrissur has demanded a sum ofan assessment order dated February 2, 2018 (the "Order") for the

filed an appeal before the Depury Commissioner (Appeals), Thrissur

objection certificates ceding pari-passu chatge from all existing charge

Debentures will operate as paripars with existing charge holder.

2018 contesting that the assessing omcer erred in lerying VAT liabilitygoods that \,t€re goods not intended for sale and auction sales whichfiled a petition for siay ofdemand dated July 16,2018 before the High

"Stry Petition") and the Stay Petition was allowed through an order

The Department has filed counter aflidavit against the Order of

Branch), State GST Departmert, Thissur has made certain

registers against the invoices ofcompany and has levied a penalty of) through an order dated January 3t, 2018 (the "Ord€r") for the year

that Company practiced the unfair tactics including non-maintenance

bills and non-issuance of sale bills. conpany filed an

State CST Department, Tkissur against the Order

, Company filed a wlit petition b€for€ the High

was allowed by D€putyJuly 3,2018 (dle "Stay Order"),demand. The Departurent has

Emakulam.

(iiD The Assistant Commiss,oner

Writ Petition was allowedto allow appeal subject to

{78,54,889 (the "Denand")2009'10. Company filed an

on March 17, 2018 cont€stinghas also filed a petition for

"Stay Ord€r"). Thereafter yde

and remanded back the matterCommissioner by Order dated

Petition") and the Stay Petition

(iv) As per the Andhra Pradesh VATVAT ITC claimed by Company

However, Company filed an

order dated Seplember 20,2016.

the same TIN number.

directed to pay {4,481,425.penalty of at,l20,356 (at the

auctions. This purchase of gold

proposal of le\,y of VAT for the

Section 53(l)(iii) ofdre Andhra

7, 20 I 3 has confirmed the orderpenalty under the order dated

orders ofthe Appellate Authoritythe grounds that the Appellatepledged omaments of the

also efTects the sale or purchase

the pledged omaments.

to purchase of gold ftomro 430,80,980. on February 15,

allowed both the appeals and

{30,80,980 is yel to be received.

Income Tax Case

The Assistant Cornmissioner ofthrcugh an assessment order dated

Company has filed a. appeal before

amounting to a]65,105,700 has been

for the write offclairn ofRs.90.37Cr

17,2018 (the "Appeal") contestingrespect of bad debts written off duri

income. Furdler, Company has filedbefore the Offrce ofthe Joint Conmiwas allowed through an order

Company has made payment of20%

r)

Commissioner to submit an Remand

("\I

order dated July 16,2018 dirccring the Deputy Commissioner (Appeats)

of I 5% of the outstanding demand. Consequently, the Stay Application(Appeals), State cST Department, Ttuissur through an order dat€d

subject to the condition that Company shall pay 15% ofthe outstandingled counter affidavit against the Order of High Cour of Kerala, at

State Tax, State CST Departnent, Tkissur has demanded a sum ofan order dated March 5, 2018 (the "OrdeC') for the assessmenr year

before the Deputy Commissioner (Appeals), Thrissur against the Orderthe Order was not a speaking order and is liable ro b€ set aside. Companyof demand before the High Cofi of Kerala, at Emakulam (the ..Stay

allowed through an order dated April2, 2018 and May 21, 2018 (thedated May 24, 2019 drc Appellate Authoriry party allowed rhe appeat

reconsideration ofissues and verification ofcertain documents. The Asn.26,2016 has reduced the demand of{78,54,889 to Rs.l6,t4,062/-.

before the Appellate Tribunal, Emakulam on July 22, 2019 against the

Order dated August 3 I , 20 12 for ass€ssment year 201 I - 12, th.rejected on the grounds that the seller and purchaser of the gold had

had purchased the unredeemed gold of the borrowers through publicpublic auctions was held to be ineligible to claim VAT ITC. Thed€clared output ta,\ was confirmed by lhe order, and Company was

by order dated September 28, 2012 Company was h€ld liable to pay aof 25o/o on the under declared VAT output tax of a4,481,425 under

VAT Act, 2005). The Appellate Authority, by order dated JanuaryAugusl 31, 2012 and by order dated January 09, 2013 confirmed the

28, 2012. Compary pr€fened an appeal against both the aforesaid

the Telangana Value Added Tax Appellaie Tribunal, Hyderabad onhas failed to note that Company conducts the auction of the

who defaulted in the repayment ofloans, in addition to thh Companygold on our own account, thereby acting in a dual capacity in respect oftho puchasing of pledged omaments by Company itself would amountdealers. Company has made payment of 550/0 ofthe Demand amounting

2019 the Telangana Value Added Ta\ Appellate Tribunal, Hydembadaside the both the orders of the Appellate Authority. The refund of

Tax, Thrissur has demanded a sum of a456,505,700 (the "Demand")12,2017 (the "Order") foI the assessment year 2015-16.

ioner oflncoDre Tax (the "Stay Application") and the Stay Applicatior

until lhe Appeal is dnposed of. Additional ground ofAppeal filed

February 19, 2018 Che "Stsy Order"). In terms of lhe Stay Order,

ofthe Demand ainounting 1o a91,400,000 and stay of balance Demtud

Commissioner of Income Tax (Appeals) against the Order on January

the assessing offcer ened in disallowing an amount oft237,140,000 inthe year and ened io adding a sum of 4773,900,000 lowards interest

application for stay of demand thrcugh a letter dated Febmary 3, 2018

9!a2i0qr disallowed in AY 14-15). CIT Appeals dirccted the Dy.

.Pfi{*of d s claim. The Rcmand Repon is pendins.

' .\ 7.''so.,cl,!.

2)

Email Id:

b. Company has not defauked in annual filings

C. PARTICULARS O[ THf, OFFER

Regarding AY 2012-13, lhere was a of Rs.3Tlakhs by the Asst. Commissioner Income Tax inrespect ofESI liability, paid by on due date, ie; June 20,20i 1, but collected only on June 23, 201 | bythe Bank and receipt issued . This disallowance is deleted by the Com issioner Income Tax(Appeals) by Order dated February I , the retund is yet to be re€eived.

Debentures and there on;

Compmy has not defaulted on repalrrnent of principal and inter€st in respect of debentures (bond,Previously issued by it. Howeyerj are cases of debentures which are matured bur not claim€d.

ii. Deposits and there on;

Company has not defaulted rhe of principal or interest in respect ofdeposits which the Companyan ondeposit taldng NBFC. Th€re are cases of deposirs matued

l-oan trom anv hank financial institution and inlerest there-on.

Company has not the paynent to bankr/Financial Institutions

, phone number and email-id ofthe compliance of6cer:Name, designation,

had accepted previously before itbut not claimedby the depositors.

Mr. Manoj Kumar.V.R,Company secretary

Manappuam Finance LimitedValapad , Tlrissur, Kemla 6805

Mobile: 9946239999

ManojNum.r ll i,compaoy s€srtl.'

the Comptu es Act or rules made there under,

the Company for the last 3 years: Please rcler to A.nrcxule llFin.ncirl position

Daae ofpassing of

The board has passed the reso

2020 turd authorized to issue

for approving the issue ofdeb€ntures at its meeting held on March 19,

ies by the Financial Resources and Management Committee on June

10,2020. The comnittee has the issue oflhis offer document dated June 10. 2020

l'.*-

Date ofpassing of resolution,

The Company has passed the

th€ Companies Act and r€ad

20t4.

iii. Kinds ofsecu

By means ofthis offer letter the

Price ,t whichjustificllion of thvalue Rs l0laki

Th€ class or c

Insliturional Investors

vi- The proposed

Within 2 (two) Business Daysdenaterialized accowt(s).

vii. Amount which

By this offer letter the CompanyFace value Rs l0 lalh each.

viii. Terms ofraisingmode of payment

The details are more tullybonds offered bv means ofthisseries and the Irequency ofiTerms oflssuance of seamd

ix. Proposed time

The offer letter will be validis earlier. The Companyvalidity period mentioned here

x. Purposes snd

The money mised by the issue

fequirements of the company iproperties, vehicle financing and

ri. Principle terns of

The Debentures issued in terms

th€ debenture trustee on allreceivable specifi cauy and

that a securitv cover of I00% of lr 1;at any point of time the t€nor, ofthe Debentures.

the offer of securities:

resolution ofthe shareholders in accordance with th€ provisions ofRule 14 ofthe Companies (Prospectus and Allotment ofSecurities) Rut€s

offered (i.e. !rh€ther shsre or deb€nture) and ctass ofsecurity:

propose to hsue 250 crores

security is bcing offered including the premium, if any, ,tong r1ithprice: Rs.250 crore with an option to retain oversubscription of..... Face

ofpersons to whom th€ allotment is proposed lo be made:

within which the allotment shrll be compl€ted:

the Deemed Dat€ of Allotnent credit of the Debentures in the specified

Company intends to rais€ by way of securiti€s:

intends to raise Rs.500 crore with an option !o retaifl ov€rsubsoiption of

securities: Duration, ifapplicable, rate oldivid€nd or rate ofinter€sl,trd rcpayment:

in the issue structue given in Anncxure V. The different series ofIetter will carry the respective interest Btes mentioned against each

payment will also be as disclosed in lhe Antrexur€ V tilled"Sunmary ofib le Re de emabl e Debetuurcs"

le for which the offer lett€r is valid:

the date oflhe approval for its issue or on closue ofthe issue whicheverthe right to cancel the issue or to close the issue at any lime before the

ofthe offer:

the bonds net of issue expenses will be used for the workiog capitalthe deployment in ils onward lending in gold loan, loan against

for general administrative pupose.

charged as s€curity, if applicable:

thG offer letter shall be secured by a fiIst ranking pari passu in favour ofdebts, receivables bofi present and futur€, €xcept those

ranking pari passu charge over the security such

W"{)l,l\?s

xii. Mode ofpa),rnent

d. Not spplicablc for thh ofler.

(D Nane and address ofthe value

Intention of proapplicable to issue

The names of the

The change inprivate placementl

Th€ number ofduring the y€ar, in

Th€ justincationcash together with

vi. Relevaot dats with

viii.

vii. The de$ils ofs

The pre issue

impacting the goin

format: there willDebentures, hence

Contriburion bei

separat€ly in fu

E. DISCLOSURES WITH RIGARD TO

the price has been arrived ,tfor the issue ofdebt instnrment

iv.

personnel in the

No financial ordirectoN or key

promoters or

Deta;ls ofanv liti

subscriplion: banldng cha.nel.

ryho performed valuation ofthe security offered and bash on whichwith rcport ofthe registered vsluen Not applicable as the ofter is

the form ofsecured debentures Oonds)

direclors or key managerial persotrnel to subscribe to off€r: Notnon-convertible debentures.

Allortees ,nd percentage of post privste plrcement capiaalthem: Notapplicable for non- convertible deb€ntures

if any, in the Company that rvould occur coDsequent to theot applicable

to whom allotm€nt of private phcement hss alrerdy b€€n mades of securities as well ss price: Nil

r the allolment propos€d to be madc for consideration other than.eport ofthe regist€red vslu€r: Not applicable

to which the price has been arrived at: Not applicable

and material orders passed by regulators, cour(s, and tribunalsconcern status ofthe Company rrd its future op€rations: Nil

post issu€ shrr€holding pattern of lhe Company fu rhe spccifiednot be any change in the shareholding pattem by the issuanc€ of

-applicable.

made by the pronoten or dir€clors either as part of the oller orof such objects: The secuiiies offered by lhis offer letter is not

or directoN of $e Company.

O[' DTRECTORS, LTICATION, ETC.

material interest of the directors, promoters fi key managerial

and the effecl ofsuch interest in so far as it is different from the interests

benefit or olhel interest accruing to dre promoters ofthe Company, itsial personnel out ofthe offer ofse€urities contemplated in this offer

their shareholding, the remunemtions rcceivable Iiom the Company,

ofthe Company are not inlerested in this issue.

or legal action pending or taken by any Ministry or Departn€nt oftheauthority against any promoter ofthe offer Company dunng the last

y prec€ding the year of the circulation of the offer letter and any

h Ministry or Department or statutory authority upon conclusion ofsuch litigation or action shall be disclosed.

68

f. Delails oflitigation or legal rctions agsinst

l. A criminal complaint has been filedCompany, V.P. Nandakumar, Managing Diexecutive dircctor of Our Company along with1208,409 and 420 ofthe Indian Penal Code. lrefusing lo release the pledge created by theprincipal back with the interest and th€re are

and disposal ofpledged gold. Our CompanyCompany has filed quashing petitions unde.petition for dispensing with personal appearance

Court, before the High Coun of Madras. ThepeNonal appeardce of V. P. Nandakumar

Pending.

2. D. M. Sureshbabu has instituted criminal

3. The Assistant Registmr of Co-operative Societies,

S. Srinivasa, manager oi our Company's branch

Police Station, Shimoga tuid a criminal complaiMagistrate First Class, Shimoga- The above crithe Kamataka Money L€nders Act, 1961 and

2004 alleging that our Company has been

complaioant's pledged gold. Our Company'sHigh Cou( of Kamataka for quashing the case

4363/2013 and interim slay has been granted

No. 4363/2013. The Lower Court matter is posted

4.Irene Diana D'sa, a gold loan custom€r, has filed58/2011 for offences under Section 406,420 read

our Company and the manager and employees

complaint Cr. No. 40/2012 with Bhamrhinagarto charging exorbitant rate of interest underKamataka Prohibition of Charging Exorbitantmembers in a Crl. Misc. Pelition No. 25306201matter is pending.

has wrongfully retlined the custody of the gold

for availing certain loans. The complaiDant filedCourt of the Additional District and Sessions J

omaments to our Company. The revision

omaments with the court ofthe Judicialhas been filed and case numbered as CC.2l90113.

s.Gulfam Almad, has instituted criminalnumber 20/2012 before the Coun of the Chieffor ofleoces under Section 406 and 420 of alleging that our Company carried out an auction in

Compiny and its promoters are given below:

the City Crime Branch, Coimbatore in CC No. ?6/2013 against ourand Chief Executive Officer of our Company, Mr. Unnikishnan, a former

other former employees of our Company, for offences under sectionsCayathri Rajamanikkam, the complainant, alleged that Our Company is

in favour of our Company, despite her having offered to pay theagainst Our Company for the offence ofdishonest misappropriation

obtained anlicipatory bail for V. P. Nandakumar and the employees. Ourion 482 of Criininal Procedue Code, 1973 and criminal miscellaneousV. P. Nandakumar and I. Unnikishnan at Judicial First Class Magistrare

igh Court of Madras has on S€ptember 17,2013 has dispensed with theth€ Judicial First Class Magistrate Coun ar Coimbator€. The matter is

against V. P. Nandakumar, B.N. Raveendm Babu and oth€r direcrors ofour Company s branch at St. John's Chuch Road, Bangalore by filing aice Station, Bangalore. The above crime is regisrered for offences relating

before the Court of the Ciry Civil and Sessions Judge, Bangalor€. The

has instituted criminal proc€€dings against V. P. Nandakumar andal Shimoga by filing a complairt Cr. No. 3251201I with the Doddapetebeadng reference number CC No. 22712013 before the Cou( ofJudicial

420 of Indian Penal Code, 1860 read with sections 3 and 4 of theAct, 2004. Anticipatory bail has been gmnted for all the accused staff

is registered lbr ofences registered under Sections 28, 38, 39 and 41 ofion 4 of the Kamataka Prohibition of Charging Exorbitant Interest Act,exorbitant rates of interest tud the conducting ofan illegal auction ofthe

h Manager and V.P. Nandakumar had filed a petition b€fore the

fifiher prmeedings against both, bearing reference No. Crl. P NO.fifiher proceedings ofCC.227l13 has been stayed till disposal ofCrl. P

May 04,2020. The matter is pending.

complaint before Mangalore South Polic€ Station and regislered crime a!Section l4 ofthe Indian Penal Code, 1860 alleging thai our Company

ofthe complainan! which had been pledged with our Company

criminal re!isiofl petition b€adng reference number 175/2012 before the

Mangalore against the order in allowing interim custody of goldis pa(ly allowed and directed our Company lo surrender the gold

First Class at Mangalore. After completion of investigation, charge sheet

case ro\r'posted for orders on June 05,2020.

Company pursuant to a private complaint bearing r€ference

at Saket in Delhi. The above complaint is regist€red

relation to gold omaments pledged by rhe compserved on our Company pursuant to which ourSaket though a momomndurn of appearance.

matter is pending.

6. Reshma has instituted criminal proceedings againstpursuant to a criminal complaint bearingClass at Ludhiana in Punjab. The above crimealleging unauthorised disposal of gold pledged

7. Nagami has fil€d a complainr before Nangliregistered bearins No.35/15 under Secrion 380.assistant branch manager of our Company'sregistered wilh them. But the gold was already(Crirne 75115 and Crime 91/15). Even thoughhave anested BH and ABH for crime registered

8. Mr. Manoj Varghese, a customer of our CompanyBranch Manager ofour Company's situated

bearing No. 152712015 for offences under Secti

conducting a detail€d investigation into the matterpolice referred the case as false and a finalreference number CC No. 15?/2017 b€fore the

Therealler our Company and our Company's Bquashing th€ case and firther proceedings

reference No. Crl.MC NO. 2903/2017 and Ajesh71872017. The High Cofi ofKemla setaside

consider the refer r€port, the statement oftheafresh to decide whether the alleged complaintThe matter is p€nding.

9.A criminal ploceeding has been instituted byBangalore, against our Company in r€lation toto a criminal complaint bearing reference number

added Seclion 114,201 and 411 of IPC.anticipatory bail for Oe additional added

Presently the matter is under investigation.

in Karnataka. The above crime is registered forLrorbilanl lnlere,t AcI.2004 dlleging rhar oLrpursuant to the writ petition bearing reference

of charges, proceedings before the Court of th€

reference number CRLP 6713/13 by the HighMagistrate at Bangalore is posted on July 18,

lo.Kathiravel, has iNtituted a criminal proceeding

criminal complaint bearing reference number the Cou( ofthe Magistrate at Thiruvaiyaru in Tamil

for availing a loan from our Company wiihout notice. Summons wasappeared before the Coull ofthe ChiefMetropolitan Magistrate at

mader has b€en posted on Jure I 7, 2020 for considemtion on charge. The

our Company tud Suman, manager of ou Company,s branch at Ludhiananumber COMI/4422014 before the Cout ofthe Judicial Magistrate Firstregistered for offences under Section 406 of Indian penal Code, t860our Company. The matter is pending for appearance ol May 2t, 2020.

alleging that his gold omaments has b€en srolen and FIR has beenof IPC. DuriDg invesrigarion, police has arested branch manager and

branch. Nangli police issu€d notice ro produce th€ft gold in crimeby PungaDnur Police and Madanapalli police in anorher two crimes

have explained and shown the related documents to Nangli police, theythem. They wer€ remanded and subsequently released on bail. Later on

insened three more employees in rhe crime. We have oblajnedthrough Cri. Misc.No.238/15, lst Addl. Sessions Judge, Kolar.

has filed a complaint against our Company's managing director ard thebranch before Nedumbassery Airport Police srarion. FIR was regisrered406 and Section 420 ofth€ lndian Penal Code, 1860. The potice after

that there was no illegality in conducting the auctioo. Therefore, the*as filed. The Complainant then liled a protest complaint bearing

Court of the Judicial Magistrdle First Class at Angamaly in Kerala.Manager has filed a petition b€fore the High Court of Kerala for

V.P Nandakumar, the managing dirocto. of our Company bearingge, the branch manager of our Company beariog no. Crl. MC. No.

proceedings in the lower court and th€ Leamed Magistrate h directed tocomplaina t and other maiedals placed in support ofth€ allegations

be proceeded . The lower court matler is lastly posled on April 03,2020.

Registrar of Co-op€rative Society (Money Lending), Aliakar Road,

number Cr. No. 27010 12 at Yeshwanthpur Police Station and pursuant

166/2012 before the Court ofthe Meropolitan MagistBte at Bangalore

under Section 3 and 4 of the Kamat"ka Prohibition of Chargingis charging exorbitant interest rates on gold loans. At present,

18597/2012 pending before the High Coun of Kamataka for quashine

ilan Magistrate at Bangalore have b€en stayed as per order bearingof Kamataka. The matter before lhe Court of the Metropolitan

The matter is pending-

in crime number Cr. No. 682008 punurmt to a

xs../

Nadu. The above crime is registercd for ofrences

and l8 ofTamil Nadu Pa\rn Brokers Act, 1943 alto the relevant pledgor. Charge sheet against Vnumber I1907/2008. The next date ofhearinglastly posted for Service ofNBW to Accused No.

1l.A criminal proceeding has been institutedcomplaint bearing reference CT 2204/2014 irlOrissa. The above crime is registered for offenceshas auctioned gold pledged with oul Companyhas been taken lbr the Branch manag€r- The

I 2. lndarsingh, Assistant Registrar, Co-operativeagainst Mr. Javed Hussain Khan, BranchCompany of charging exorbitant rate of interesl

Lenders Act, 196l and Section 3 and Section 4Chowk Police Station, Gulbarga, registered FIRBranch of our Company on May 17.2012Company bearing reference number 18597/201

Kamalaka. under \+hich the criminal proceedings

l3.G.B. Kalaghataei, R€gistrar of Co-operativeManager of our Company situated at Chitta

at the stage of investigation. At present, a writrespecl ofthe similar issue is pending before the

exorbitant mte of interest on secured and

1961 and Section 3 and Section 4 ofKamatakaPolice, Hubli South, Dharwad, registered FIR agai

proceedings before lhe lower court have been

14.J. Sanjay, Senior lnspector, CoopemtiveMr. Ravi, Branch Manager ofour Companyexorbitant rate ofinterest on gold loans in violatiand Section 4 of Kamataka Prohibition ofLakshmipuram, Mysore City, registered FIRMysore City on May 30, 2012 bearing crime

Hubli on May 18, 2012 bearing crime number 101

number 185972012 in respect ofthe similar issue

lower coun have been siaved. Th€ matter is

15.G. Thippeswamy, filed a complaint with the poli

exorbitant mte of irterest on gold loans inSe€tion 5 ofKamataka Prohibition ofcharging

on May I 7, 20 I 2 b€aring cIime18597/2012 in respect ofthe si

before the lower court have

under Section 406 ofthe lndian Pedal Code, t860 and under Section 16

ing that our Company conducted an auction without giving informationNandakumar is quashed as per order ofthe Ma&as High Court bearing

the Court oithe Magistmte at Thiruvaiyaru is on April t6, 2020 and isand No.3. The matter is pending-

ow Company and Branch manager, Nayappilly branch, pursuant ronumber Cr. No. l53r0l4 filed with the Nayappilly police Station,

under Section 406 of Indian Penal Code, 1860 alteging thar our Companythe expiry ofthe notice period given to the relevant pledgor. The bail

is pending.

Gulba€a, Kamataka has filed a complaint with the polic€ ar Gutbarga(Al) of the Sup€r Marlel Bra.nch of our Compan), accusing our

gold loans in violatior of Section 5 and 28 of the Kamataka MoneyKamataka Prohibition for Charging Exorbirart tnterest Act- 2004. The

Mr. Javed Hussain Khan, Branch Manager (Al) ofrhe Super Marketcrime number 0019/2012. At present, a wdt petition filed by our

in respect of the similar issue is pending before the High Court ofthe lotrer court have been stayed. The malter is pending.

Dharwad has filed a complaint with the police at Hubli .gainst theNear lndi Pump, OId Hubli, accusiog our Company for cbarging

loans in violation of Sectiofl 28 ofthe Kamataka Money Lenders Act,of Charging Exorbitrnt Interest Act 20M. The Sub-lNpector of

the Manager of our Company at Chifla Complex, Near Indi Pump, Old12. At presenl a wit petition filed by our Company bearing reference

is pending bef(re the H,gh Court ofKamataka, under which the criminal. The matter is p€nding.

KADA Office, has Iiled a complaint with the police at Mysore, against

at Ramaswany Circle, Mysore City, accusing our Company ofchargingofsection 28 ofthe Kamataka Money Lenders Act, 1961 and Section 3

ing Exorbi6nt Interest Act- 2004. The Sub-IDspector of Police,Mr. Ravi, Branch Manager of our Company at Ramaswany Circle,

056/2012. The charge sheet is yet to be filed and the matter is currentlyfiled b, our Company bearing reference number 18597D012 n

Court of Kamataka, under which the criminal proceedings before the

at Madhugiri against our Company, accusing our Company ofchargingof Section 5 and 38 of the Kamataka Money Lenders Act, I 96 I and

lnterest Act- 2004. The Madhugiri Police registered FIR against

ber 007112012 At present, a writ petition filed by our Company bearingissue is pending before the High Court of Kamataka, under which lhe

stayed. The matter is pending.

7tt3

16.T.D Um€sh, has filed a complaint with the police

Rajajinagar, Bangalore City, K333333amataka,unsecured loans in riolalion ofSection 5 and 38

Kamataka Prohibition for charging ExorbitantManager of our Company at 2nd Bloclq0l?9/2012. Al present, a writ p€tition filed by

I 7. Krishnappa, a gold loan customer of ourtkough the Branch Manager of Kanakpumloans. Tte Ofiicer in charse of the Police

Company situated at Kanal€pura on August 17,

our Compan) bearing reference number 185s7

Kamataka, under which the criminal poceedings

18.L. Sarala, Assistant Registrar of Co-operativefiled a complaint with the police at Bangalore

Wilsongarden Bmnch, Bangalore City,loans in violation ofSection 3. 38 and 39 ofthe

issue h pending before the High Coun ofstayed. The matter is pending.

of Charging Exorbitant Interest Act- 2004. The

Manager and Foreman & Brdnch Manager of our

aangalore. against our Compan). alleging our

Section 4 of Kamataka Prohibition of Charging

lg.Sundaraj GT, Inspector Co-opemtiv€ Department,

ryith the police at Bangalore, against the owner of

2012 bearing crime number 014812012. At18597/2012 in respect of the similar issue isproceedirgs before the lower court have been

charging exorbitant rate of irter€st on loans inInterest Act- 2004. The Oflicer in charge of the

of our Company on May 30, 2012 bearing

bearing reference number 18597,2012 in respect

which the criminalproceedings before rhe lower

20.Sri. Mahesh H. offcer, FDA Deputy Registrar

Bangalore City, Kamataka, has initiated criminal

City, resistered FIR against our Company on

filed by our Company bearing reference number IofKamataka. under which the criminal before the lowercoun have been stayed. The matter is pending.

at Bangalore, against the Branch Manager of our Company at 2rd Btock,our Company of cha€ing exorbitant rat€ of interest on secued and

the Kamataka Money Lenders Act, 1961 and Section 3 and Seclion 4 ofAct- 2004. The Police, Rajajinagar, registered FIR against the Branch

, Bangalore City, Kamataka on May 23,2012 beaing crime numberCompany bearing ref€rence number 18597,2012 in respect ofthe similar

underwhich the criminal proc€edings before the lower court have been

has fil€d a complaint with the police at Kanakapura against our Companyaccusing our Company of charging exorbitant rate of interest on goldat Kanakapurq r€gistered FIR agaiost the Branch Manager of our

011 tr€aring crime number 226DO12. At prcsefi, a. rrit petition fil€d by12 in respect of th€ similar issue is pending before the High Court of

the lo*er court have been stayed. The matter is pending.

Central division, Malleshwaram, Bangalore City, Kamataka, has

inst the Manager and Foreman & Brairch Managel of our Company alaccusing our Company of charging exo6itant rate of interest on gold

Money L€nders Act, 1961 and Section 3 ofKamataka Prohibitionilsongarden l,olice Station, Bturgalore City registered FIR against the

al Wilsongarden Branch, Bangalore City, Kamataka on June 08,

a *rit petition filed by our Company bearing reference numberbefore fie High Court of Kamataka, under which the criminal

. The matter is pendirg.

North Zone, Malloshwaram, Bangalore, Kamataka, has filed a complaintCompany branch at BSR Arcade, Bangalore, allegingour Company of

iolation of Section 3 of Kamataka Prohibition of Charging ExorbitantPolice Station, Bangalore, registered FIR agaiost lhe owner

number 0l 1612012. At present, a writ petition filed by our Company

fthe similar issue is pending before the High Court of Kamataka, underhave been stayed. The matter is p€nding.

Co-operative Society and Registrar of Money lending, Nonh Division,against our Company and filed a complaint with the police ar

of charging exorbitant rate of interest on loans in violation oflnterest Act- 2004. The Vijayanagar Police Station, Bangalor€

ll, 2012 bearing crime number 0437,2012. At present, a writ p€tition

,2012 in respect ofthe similar issue is pendiog before the High coun

Kuvempunagam on May 05. 2012 bearing crimercfercnce number 18597 2012 in respecr olthe si

criminal proceedings before the lower court have

22.Sri. T.D. Umesh, Officer FDA Sahakar

with the police at Bangalore, against BranchKamataka, alleging our Company of chargingKamataka Money Lenders Act. 1961 and Section

Act- 2004- The Rajajinagar Police Station,

Rajajinagar, Bangalore Ciry on May 22,2012

2 l.Namyana. Assislant Regisnar Co-operaliveSushama Branch Manager, Man.ppwamrate of interest on secwed and unsecued loans

23.H.P. Kumar, Assistant R€gisdar of Co-

2012 bearing crime no. l3l/2012. At present, a

l96l and S€ction 4 and Section 5 ofKamatakaPolice Station, Karnatrka registered FIR

Company beadng reference number 18597201Karnatala. under Ehich the criminal proceedings

24.Basavamj, Inspector of Co-operative Societies,

a complaint with the police at Arasikere, against

BH Road APMC Yard . Ara,ilere. alleging our

of Section 5 and Section 8 of the Kamataka

and msecure33ld loans in yiolation Section 3

2004 and Section 420 oflndian Penal Code. The

the Court of Addl. Sessions Judge, Fasttrack

of Charsins Exorbitant lnterest Act- 2004. The

Company branch bearing crime number 1351012

Company bearing reference number 18597/201

Kamataka, under which the criminal proceedings

25.Vijayakumar, has initiated criminal proceedings

against the Manag€r, of our Company at #65/A,

2012 at Girinagar Police Station, Bangalore City

Company ofcharging exorbitant rate of interest

Charging Exorbitrnt Interest Act- 2004. The

Bnnch Manager of our Company on June 28! 2

initiated criminal proceedings againsr Vanag€rBangalore and filed a complaint with the police

Company bearing reference nurnber 18597201Kamatala- under\rhich lhecriminal proceedings

Code of Criminal Procedwe and the same rxas

against the Manager, of our Company at #65/A,

issue is pending before the High Court ofstayed. The matt€r is pending.

, Hassan, has filed a complaint with the police at Hassan, againstLimited, Kuvempunagar4 alleging our Company of charging exorbitantviolation ofSections 5 and 28 (1) oftho Karnatrka Money L€nd€rs Acl,

ition ofcharying Exorbitant Interest Act- 2004. The Hassan Extensioninst Sushama, Branch Mtuuger, Manappumm Finance Limited,

ber 1292012. At present, a *rit petition filed by ow Company bearingissue is pending b€fore the High Coult of Kamataka, under which thestayed. The matter is pending.

UPA Nibandhakar, Bangaloie City, Kamataka, has filed a complaint, of our Company at ofiice No. 31, 3rd, Rajajinagar, Bangalore City,

rat€ of interest on loans in violation of Sections 5 and 38 of lhe3 and Section 4 of Karnataka Prohibition of Charging Exorbitant Inrerest

FIR against Branch Manager, ofour Company at offic€ No. 31, 3rd,crime number 0176/2012. At present, a w t petition filed by ou]

in respect of the similar issue is pending before the High Coun oifore th€ lower couf have beer stayed. The matler is pending.

Societies, T.rikere Sub Division BH Road Tarikere, Kamataka, has

our Company branch situated at 2nd block situat€d at Rajaji NagarChickmagalur against Branch Manager, Tarikere branch, accusing our

loans in violation ofSection 3 and Section 4 ofKarnataka Prohibit;on ofikere Police Station, Chickamagalur, Kamataka registered FIR against12 bearing crim€ number 0144. At present, a w t petition filed by ourin respect of the similar issue is pending before dle High Court of

The charge sheet is yet to be filed. At present, a writ petition filed by ouiin resp€ct of the similar issue is peoding before the High Court of

the lower coun have been stayed. The matter is pending.

has initiated criminal proceedings against our Company and filedof our Company branch sinrated at I st Floor Suma Shrce complex,for charging exorbitant rate of interest on gold loans in violation

Lenders Aci, I 96 I and Section 4 and Section 5 of Kamataka Prohibitionikere Town Police Station, registered FIR against Manag€r of our

lhe lower court have b€en stayed. The matter is pending.

our Company and filed a conplaint w;th th€ police at Bangalore,

Floor, 80 Feet Road, SBM Colony, Bangalore, Kamataka on June 01,

ing our Company of charging exorbitant tate of interest on secured

Section 4 ol Kamataka Prohibitior of Charging Exorbitant Interest Act-Manager filed a Criminal Miscellaneous Petition No.3092D012 in

XV, Bangalore prayins for ar icipatory bail under section 438 of the

by the Court on July 05,2012. The Police Slation, registered FIRFloor, 80 Feet Road, SBM Colony, Bangalore, Kamalaka oo June 01,

petition bearing referenc€ numb€r 185971012 in r€spect ofthe similar

under which the criminal proce€dings before the lower court have been

sr.ita)\

26 Prakash Babu has instituted a criminalcomplaint beadng reference number 28413/15

crime is registered for offences under Section 420

Prohibition of charging Exorbitant Interest Act

Quashing Petition CRLP. 3778119 is filedNandakumar which is pending- The next date ofreport

27.Sakthi Singh has instituted a criminal proceeding

number RCT No.I l0lr0l9 ofJudicial

Writ Petitions

l.Thagadappa ("Petition€r") has filed a writKamataka, Bangalore dated December 06, 2012

directing our Company to handover dle gold

The Pelhioner has aho requ€sted lhe R€gistrar ofinto the complaint registered by the Petitioner.last date ofhearing which was on December 19! 2

3 . Krishnappa ("Petitionel') has filed a writ petition

2. Kantharaju ("Petition€r") has filed a wdt p€tition

Bangalore dated December 06, 2012 against ourthe gold pledged by rhe Petirioner and b) fixinghearing. The matter got adjoumed on the last date

awaited.

Indian Penal Code. alleging illegal auction ofhisMay. 13,2020 and is posted for hearing.

Bangalore on December 05, 2012 against ourinitiate necessary action in law against our

the last date of hearing whi€h was on December I

4.Menniah ("Petitione/') has filed a writ petition

Pradesh, Hyderabad on April I 7, 20 14 against our

order our Company lo comply with guid€lines r

notice. The llrit petition is currently pending.

5. Satyanarayana ("Petitioner") has filed a writ

requesled in the \Idt directing the third

for violations of law, circular and extant

Pradesh, Hyderabad dated July 21,2014 agaiNt

issue a \r,rit of mandamus to set aside the auction

Exorbitant Interest Act, 2004 as instructed by

ofgold omament! pledged by the Petitioner in fa

has filed a writ petition bearing6.Ms.. Jai J3 against our Company alleging

30, 2013 under lA nurnber 52

74

against our Company in crime number 341/09 pursuant to a criminaldle Court ofthe ChiefMetropolitan Magistrate, Bangalore. The above

the Indian Penal Code. 1860 and under Section 3 and 4 ofKamataka

that our Company is charging exorbitant mte of interest on pledges.

High Court of Kamataka for quashing the charg€ sheet against V.P.before $e Coun of Magistrate is on April 29,2020 and is posted for

against our Company pursuant to a criminal complaint bearing referenceFirst Class, Jabalpur. The Case filed for otrences under s€crion 406 ofthe

omaments The next dale ofhearing before Court ofMagislraie is on

bearing reference number 49404/ 2012 before the High Court ofour Company requesting for the issuance of a writ ofnandamus and

by the Petitioner and by fixing the interest payable on the loan at 14%.

Lending, Kanataka (second respondent), to expeditiously enquire

reference number 49405/ 2012 before the High Coun of Kamaiaka,

to issue a \rrit of mandamus directing our Company to handover

interest payable on the loan at l4%. The writ petition is posted for finalofheari.g which was on December 19, 2018. The next date ofhearing is

*rit petition is posted for final hearing. The matter got adjoumed on the

18. Th€ next date ofhearing is await€d.

reference numb€r 492112012 before th. High Coun of Kamataka,for the issuance ofa t,trit of mandamus or an appropriate writ to

under the prcvisions of the Kamataka Prohibition of Charging

Registrar of Coopemtive Societies, Kamataka. The Petitioner has also

being the RB I to cancel the license accorded in favour of our Company

The writ p€tition is posted for final hearing. The matter got adjoumed on

, 2018. The next date ofhearing is awaited.

reference number 11921/2014 before the High Coun of Andhra

Company sought the High Court to direct the respondent being lhe RBI to

by RBI and nol auclion the gold pledged by fie Petitioner withou!

bearing reference number 20282/2014 b€fore the High Court of Andfua

Company seeking the High Court of AndhE Pradesh, Hydembad io

iniriated by our Company dated July 16, 2014 for the auction

ofour Company. The *,rit petition is cunently pending.

number 587/2013 before the High Court oiorissa, Cuttack dated

illegal auction and sale of omaments pledg€d. An inlerim ord€r *as/2013 in the aforementioned matter, diecting the opposite parties nol to

7. Paflchanana Behera ("Petitionel') has filed a writOriss4 Cuttack on August 26, 2014 against

terminating the Petitioner's services as a branch

original designation i.e., branch manager wilhlo treal the p€riod otservice as regular fiom the

ben€fits. The matter was last listed on

listed. The writ petition is currently pending.

handover the mortgaged gold

pending.

Company Secretary (5t respondent) under

respondent. The matter was last listed on

currently pending.

8. Sreekala Anil ("Petitionef') has filed a writEmakulam on December 19,2019 asainst

Govemor, RBI, Bombay(2"d respondent) to

g. RBI and SEBI Proceedings

1. The RBI had received aPetitioner had instituted criminaldeposit slips for MAGRO

a non- existing company withoutfor V.P. Nandakumar, The P€titi

Issuer to stop using the

companies and firins of V.P.

with its sister corcems and

use of the Issuer's premises,

accepting deposits from th€

lhe names of its group entiti€sposition and informed the RBIaccount was Rs. 1.013 millcustomers for Rs. 1.010 millioutstanding deposit laying in the

January 01, 2015 confirmed its

lssuer with regard to lhe d€pos

the show cause notice submitted

Th€ RBI had through its letter

(i) the non-declaration by th€

the Customer; (ii) non-inti

deposited with the lssuer whichwas no longer allowed to accept

by the company subs€quent toRs o I million so that the loan

hsue of uncrossed cheques whi

across bank counters by

d€tails such as the date ofthecharges recovered during aucti

daies despite advertising the

75

purchaser till February 28, 2013. The wiit petition is currently

petition bearing reference number 16302,2014 before the High Court ofCornpany ,br quashing the letter of termination dated June 27, 2014

. The Petitioner seeks an order directing his reinstalement to hisCompany. Fu(her, lhe Petitioner also prayed for directing our Compary

oftermination lill the date ofreinstatement with consequential service

29, 2014 and th€ matter was not caJled upon. The matter has not been

bearing reference number 350242019 befor€ Ore High Cout of Kerala"

, Ministry of Finance, New Delhi and others seeking direction against

action against the Manappuram Finmce Limited represented by it's

45-lA(6)(ii) oithe RBI Act fbr violaling the direction issue<l by the 2d27,2020. The matter has not be€n list€d tunher. The Writ petition is

againsr ihe Issuer, lodged by Ms. Sre€kala Anil (the "Peti.ioner"). The

ings against the Issuer on the gomds that the Petitioner was given

a proprietar), conc€m of V. P. NandaLumar in respect of the money

Petitioner sought to renew. The Petitioner alleged that since the Issuer

Further, Manappuram Agro Farms has issued demand drafts lo lhe

since April 1, 2019 and consequently, as of December 31, 2019, the

escrow account is tu. 0.003 million. The RBI pursuant to its letter dated

its Fom the public, the [ssuer had illegally transfened the doposits toknowledge of the depositon. The hsuer had obtained anticipatory bail

had also sought an RBI enquiry into the matt€r. The RBI advised th€

of the Issuer to cross sell the products of the group companies, related

and ensure that the Issuer maintains an arm's length relationship

firms, and directed the Issuer to immediately desist fiom allowing the

or ofiicials by Manappuram Agrc Fams or any other entity foror for any other financial activity ard to also clariry in the public domain

ich were regulaEd by RBL The Issuer responded to the RBI clarirying its

as of April l,2019, the total outstanding deposits laying in escrow

ofthe various quarterly stalus reFrorls submitted by the

coll€cted by N'lanappuram Agro Farms and also stated thal the reply to

the Issuer is largely acceptable.

August I l, 2017 issued a show cause notice to the Issuer in rcspect ofof the reserve price during the auction of gold ornamenrs pledg€d by

to cusiomers in the event of any change in the purity of gold as assessed

disbursement of the loan; (iii) splitting of high value loans greater than

made above Rs.o.l million are made in cash (including the

disbursing lofuts above Rs.o. I million) against which cash was with&awn(iv) post auction intimation sent to customers which did not mention

ion, the venue, the brealup ofclaim towards principal, interest and other

(including not corducting auctions at designated branch€s on specified

). The Issu€r submitted a detailed reply to RBI providing necessary

Purcuant to this, the RBI vide its

clarifications on the points

nec€ssary clarifi cations and

instructions of RBI pertaining

auction process, post auctionwhich will be continuously

The Company received letter2_

3.

conduct" and "code of corpomte

the SEBI wilh all the information

September 6,2011. The

The SEBI has pursuant to email

Company incompliance wittrdisclosure practices" were also

March 13, 2013, the probability

2013 was discussed. The SEBI

availed by Company Fom Ambitdated December 3 0, 201 3 stating

"cod€ of corporate disclosueinformation on lhe time ofFebruary 29,2012. Copies ofciof press notes hsued withobtained by the Company's

the relevant quarter which was

were aware of the expected

March 20,2013. Company has

Ambit Capital Private Limitedhad been shared by Company

SEBI Adjudicating offi cer,

diections issued to the C

information on whether the

29. 2019 bearing refer€nce

Notice ("SCN") to Company

informalion by Company forother SCN notices to submit

ascertain that it would be

who were aware oflhe exp€cted

20, 2013 the details of trading

Private Limited for the alleged

Trading) Regulations, 1992 and

36 of th€ listing agreement al

l2A(c) of SEBI Act, 1992 read

Trade Practices relating to

SEBI had conducted i

SCN. Company informed SEBI

On July 15, 2019 Company

and SCN notices No. I to 3 and

25, 2019 fot settlement under

Proceedings) Regulations, 20 I

along with supporting documents in this regard and also provided

ions to RBI in the penional hearing g"Irted to the Issuer by RBl.dated March 28,2018 advised the lssuerto srictlv follow the €xtant

declantion of reserv€ price, certification of purity of gold, conducl ofletter and disbusement of loan arnount in cash, compliance of

bv the RBi.

had formulated a "code of intemal procedure and conducl" and a

" in accordance with SEBI directives. The SEBI also sought

ing and closing of trading window for the period January 1,2012 toand guidelines issued in this regard were also sought. Further, copies

to ihe direolions of the RBI were sought. Th€ details of permissions

key personnel and employees for dealing in the securities of the

"code of intemal proc€dure and conduct" and "code of corpomteThe Company has responded to each of the queries vide letter dated

has confimed the formulation of ihe "code of intemal procedure and

disclosue practices" in accordance with SEBI Regulations and provided

SEBI, dated September 2, 2013 seeking information in relation to the

by the RBI vid€ letter dated Februaryl, 2012. The SEBI sought

dated December 26,2013 observed that in the board meeting held on

our Company repodng a oegative ptofit for the quarter eoded March 3 1 ,

the persons on the scrip of Company and the detrils of the services

apital Privat€ Limiled. Company has responded to these queries by letter

in th€ matter of selective disclosure of upublished pric€ sensitive

ftom March l, 2013 to March 20, 2013 and had directed Company and

information fiom Company with respect to when Company could

a loss ofup to ?500 million, the names and addresses ofthe persons

loss before the otrcial announcement was made to the market on March

the Company was aware ofthese expected losses duing its review forin the first we€k olMarch 2013 and disclosing the persons who

and the chrooology of events leading to the official ainouncement on

informed SEBI thal it was merely seeking consultancy fromits e-mail communication dated January 16, 2014, however no dala

Ambit Private Capital Limited.

iries and Adjudicalion Departmed (EAD) vide EAD-3 noti€e dated May(SEBI {OEAD-3/JS/DJ/OWN13577/ID0I9) issued Show Cause

other persons including I, Unnikishnafl, Sachin Agarwal, Ambit Capital

of certain Regulations under SEBI (Prohibition of Insider Trading(Prohibition of Insider Trading Trading) Regulations, 20 I 5, Clause

with Section 2l of Secwities Contract Regulation A€t, 1956, Section

certain Regulations of SEBI (Prohibition of Fraudulent and Unfair

Market) Regulations, 2003 as more specifically provided in dle SCN.

reply with regard to their respective alleged violations mentioned in the

its intention lo file s€ttlement application which was accepted by SEBL

a detailed reply ro SEBI on all the violations alleged against MAFILto 10. Funh€r, Company also submitted a settlem€nt application on July

3 of the Secuities and Exchange Board of India (Settlement

on behalfofMAFll and SCN notices No. I to 3 and 8 to 10.

4. Shailesh Mehta" our director,

regulations 7(l) and 7(2) ofthein relatio to the preferertial alhas responded to this show

5. SEBI has vide its emails dated

relating to Manappuram AgroFebruary 29, 2012, its audited

V. P., Muthu Bhaskar, K..S.

Sankaranamyan) were desi

tmding policies, copy ofthe resi

th€ Company by M. AnandanSEBI'S ernails on March 12.201

financial statements for the

clarirying that Senmon V. P.,

the code of conduct whileCompany ofthe sale ofits shares

6. SEBI has bv its lener dated

r€mat€rialisation requests of insigned share certificates. Theon account of non-availabilitvand there were delavs in coll€cti

agent, zrs coreclive measules,

form, designating a senior

suflicient copies ofthe share

SEBI has issued a notice dated

2014, the adjudicating ofiicerMehta has on January 10, 201

proceedings.

and Imposing Penalties by

Executive Oflicer, V. P. N

2,2012 the financial results forinterim dividend was declared.

'1_

Company Secretary, Rajesh

February 6, 2012 stating lhat ourpric€ of our Company's scrip

insider trading by certain entiti

1992 declaration of fi nancial

to be closed during this

February 2,2012 our Company

lhe trading window to be

grounds, SEBI has issued a

violalion of the SEBI (Prohibi

dated August 6,2014 has also

lo respond. We have replied to

und€rtake inspection of all

77

received a show cause notice on November 18.2013 for violation ofEBI (Substantiat Acquisition of Shares alld Takeover) Regulations, 1997

ofshares to him by Safan Industries (lndia) Limited. Shailesh Mehtanotice on December 4, 2013 and in the personal hearing on January 8,

to permit Shailesh Mehta to avail consent proceedings. Shaileshintimated the adjudicating oflicer of his intontion to avail the consent

statements for FY20l l-12) and clarifications as to whether Senmon

ish, Samda Sankaranarayan (wife of independent director A. R.

March 5,2014 and March 11, 2014 requested for certain informarionarms (including, its bmk account statements rrom October l,20ll to

as employees or dependents for the purpose of the Company's insideration of Athulya Sur€sh, informatior relating to the transfer of shares of

when the Company was informed of this. The Company has responded toand March 13, 2014 providing the bank account statem€nts and audited

period and the r€signation ofAthulya Suesh dated November 1,201 l,Bhaskar, K.S. Sudhish are not designated efiployees for lhe purpose of

Sankaranarayan is a dependent and that M. Anandan had informed lheon September 6,2013.

30,2014 observed that there have been delays in processing ofof the acquirer on accounts of delays by the Acquirer in issuing

irer has in its response dated June 20, 2014 clarified that the delay was

stationerv since th€ r€l€vant debenture issuanc€ wss onlv in demai form

ofthe original demat register from the oflice ofthe registrar arld transfer

acquirer has proposed allotment of debenores in physical and demat

by our letter dated September l, 2014 requesting for p€rmission to

and records available with SEBI in relaiion to the show cause notice.

to co-ordinate with the regist-ar and t'ansfer agent and €nsuring that

are available with the registrar and ransfer agent.

6,2014 under Section 4 ofth€ SEBI (Procedure for Holding lnquiryudicating Otrcer) Rules, 1995 to our Managing Director and Chief

, our Dir€ctom, I. Umikrishnan, B. N. Raveendm Babu and our

. ln this notice, SEBI has observed that the RBI issued a press release on

camot accept or renew public deposits. On February 7, 20 I 2 lhe

ined by 19.95% from the previous trading day. The NSE suspected

who sold their shares prior to the RBI press release. Furhet on February

thrce months'period ended December 31, 2011 was announced and an

accordance $ith the SEBI (Prohibition of Insider Trading) R€gulations,

and dividends are price sensitive information and the trading window is

Although, rhc trading window was closed liom lanlu.aly 27, 2012 to

failed to comply wirh the relevtu[ SEBI Regulations which require that

for a period up to 24 hours after the corporate announcement. On these

to show cause as to why an inquiry should not be held against them for

of Insider Trading) Regulations, 1992. An identical show cause notice

issued to our Company. we had been provided with a period of 14 days

8.

On a review ofthe documents,application dated Novemberour willingness to consent tohave also requested the SEBI

same as a tull and finalKMP have receivedAugust 6, 2015 was issued loand paid the settlement

SEBI vide its letter NoV.P.Nandakumar, soughtits books of accomts- banksubjeci of allegation oftundRegulations, 1999 and SEBIon the receipt of complaintsinterim reply on October 26,Nanadakumar provided theand December 4, 2015 as

above reply, SEBI vide itsfiEher clarification and iprovided reply on May 03,20tnot yet reverted on the reply

9. The SEBI has pursuanr to itsthe RBI'S press releass datedeither by MAFIL or bybeen asked to provide details ofof its top managem€nt hadresponded to each query raised icommunication has been recei

h. Consumer Disputes

The Company has been made partystate consumer dispute redressalservice rendered by us. Such

auction ofjewelry, wrongful seizue

i. Civil Suits

I . Our Company has b€en made party to numerouscases have been filed by our customers on variousauction, urongful seizure of h)?othecated goodspermanent injunctions, restraining us fromauclion has been conducled, petitioners havepledged gold. Cases have also be€n filed by alleging that their services have b€en wrongfully terminated.

we have filed a consent application dated November 29, 2Ol4 along with an), 2014 for condonation ofdelay. In our consent application we have statedsettl€ment wilhout admitting or denying any wrongdoing on oUI pan. Wetemal Commiilee and the High powered Advisory Committee to arrive at a

with..the merits ofthe case and have expressed our willingness to pay the:ofall proceedings arising out ofthe notice. The Company, directors and

order dated Septemb€r 23, 2015 fu respect ofthe show cause nolice datedapplicants alleging rhat they violated the provisions ofthe code ofconduct

7CIS29388/2015 dated October 19, 2015 to Mr.p€fiaining to operations of Manappurarn Agro Farms C.MAGRO),including escrow account details among other particulars under the

ing in violation ofthe pmvisions of SEBI (Colective Investment Schemes). As per fie abovementioned SEB| tetter. lhe informalion sought uas ba5e;y SEBI under CIS regutations. Mr. V.p. Nanadakumar had provided an15 seeking nore time to provide the documents sought by SEBI. Mr. V.p.

reply along with relevanrsupporting docunents on November 25, 2015by SEBI vide its letter dated October 19,2015. tn continuation to theNo.SRO/KLO/DMU/OWP,2O|6/12685/| dated May 2, 2016 sought

on based on the documents provided earlier. Mr. V.p. Nandakumarand May 26,2016 alorg with r€levant/supporting documen6 and SEBI hasided by Mr. V.P. Nandakumar.

dated August 17, 2012 sought information fiom MAFIL with resp€ct tory 6, 2012 in respect of MAFIL staiing thar acceprance of depositsAgro Farms is an offence punishable wirh imprisonm€nr. MAFIL had

Le correspondence between the RBI and to clari6/ whether MAFIL or aDyrelationship wirh certain persons mentioned iD the leuer. MAFIL hasthe above mentioned letter, by its letter dared August 27, 20 I 2. No furtherfiom SEBI.

several consumer cases which are now pending before various district afldThese cases have been filed based on allegations of deficiency in

include inter alia the adoption of improper processes for conducting thehypothecated goods and charging very high interest mt€s on loans.

suits which are pending before various courts in diferent states. Thesegrounds including the adoption of improFt€r processes for conducring gold

charging very high interesr mtes on loans. Th€ petitioners have soughting the gold or seizing the hypolhecated vehicles. In cases wher€ rhean order declaring tbe auction to be illegal and void and for retum ofthe

2. Our Company has been made party to civil suitsb€en filed by owners of branch pr€mises forrent, expiry of leas€ period and trespass. Thethe date ofthis Disclosule Document, therc are

Company in its meeting held on August 30, 201subsidiaries, goup companies of rhe Companymaterial pending civil litigations against the

3. Our Company has been nade party to a fewcases have been filed by customers forcompensation fordeficiency in servic€ and

4.A f€w ofour employees have filed casesrelate lo non-payment of minimum wages orsalary deducted or re-instatement. Our Companyvarious labour commissioners. courts and omade a party to cases in relation to violation ofRule 29(5) and Section l8(2), Rule 23 ofrhe M

5.We have been mad€ a party to certainchallenging the arbitration awards on theplac€ of arbitration and the claims andjustice without the opponunity to be heard.

Material Civil Cas€s initiated by Our

1.Our Company has initiated 57 civil cases againstlocated. These cases have been filed for oeviction and to ensure peaceful possession of thedate ofthis Disclosure Document. these cases

2.Our Company has fil€d a special leave petition (India challenging the common final judgmentCout of Kerala. Our Company had filed aCommissioner of Commercial Ta\es, Kerala"Lenders Act, 1946, as amended fiom time to tiCompany fell within the meaning of "moneyHigh Court of Kerala upheld the order of the s

wrth such wril pelilion. The Supreme Coun olorder dated D€cember 16, 2009 stayed the

Kerdla. Further, the Supreme Coun has by itsuntil the p€ndency ofthe matter. The specialiaken up. The next dat€ is awaited.

3. Our Company has filed a writ petition before the

L€nders dated May 8,2012 and rhe order oflhat our Company falls wirhin

(.(

\r

of Exorbitant Interest Acl, 2004

79

h are pending before the civil coruts in different states. These cases haveon various grounds including non?ayment of reot, enhancement of

in such cases have also claimed danages and mesne profits. As ofsuch cases pending before various courts. The debenn]re committee ofourhas determined that any pending civil litigations against the Company, the

where the amount exceeds Rs.380 miltion individuafly are consid€red as

which are pending before the Distsicr tegal Services Authorjry. Theseion in the auction amount and to p€rmit remittance of the amount,

ofpledged goods-

the Company before various labour cortunissioners and inspectors whichwages, claims for anears of salary, encashment of leave, refund of

been made a party to cases by agency appoinled security guards beforewhich relate to non-payment of minimun wages. our company has been

Payment ofcraiuity Act, 1972 and the rules ihere under and SectionlS.Wages Act, I 948 in relation to the imishing ofthe annual retums.

filed by persons against whom arbitration awards have b€en passed

of improper services of notice of the appointment of the arbitBtor, therelied on by tbe Company and for violation ofthe principles of narural

pany

owners of the leased premises in which our Company's branches areinjunctions against owneN of the branch premises to prev€nt forceful

for compensation and recovery of advance submitted. As on thetefore various courts.

) bearing reference number 35045 of2009 before the Supreme Coult oforder dated Novemb€r I 8, 2009 passed by rhe division bench of the Hishpetition belbre the High Cout of Kerala challenging the ord€r of the

directs our Company to register under the provisions of Kerala Money

fKMLA"). The single judge of the High Court of Kerala held that our" as defined under the KMLA. On appeal, the division bench of the

judge dated February 14, 2007, and dismissed all appeals in connectionhas admitted the aforesaid special leave petition and pu$uant to an

of the impugned order of the division bench of the High Cour ofdated July 4, 2012 ordered that the stay gr.anted earlier would continue

petition was listed for firal arguments on February 12, 2020 but was not

High Court against the order of the Deputy Regislrar of MoneyRegistrar of Co-operative Society/Money Lenders dated May 11, 2012purview ofth€ Kamataka Money Lenders Act, 1961 turd the Kamatakathat criminal proceedings should b€ initiated againsl our Company for

l€\,ying exorbitant jnterest rates. The185971012, directed the respondents not topending.

4.Our Company has filed a $Tit petition bearinBMunicipal Cor?orarion requiring our Companyseeking a writ ofmandamus dectaring that thenol fall within rhe scope of th€ rel€vanr noticurr€ntly pending.

5.Our Company has fited a writ p€lition bearingbeing C. No. l83EOW2Ol4 dated DecembuWing Il (U) Vellore (..Respondenf') seekingwrit of certiorari including such other orderCompany and th€ polic€ has been directedto

6. OUI Company has filed a wril petition bearingorder of the Office of the Conroller of w,("Authority") challenging rhe appticabiliry ofbalanc€ ofClass I or class II having e-vatue of l

7.Our Company had filed a writ p€tition beaiingquashing of the order bearing No. CO 30 CLMchief secretary, coiI. of Kamataka direciingpassed an order dated September 21, 2016 dismibefore the Karnatrka High Cour by ourawaited for listing.

8. OuI Company has filed a writ petition bearingState ofKamataka and others seeking forof oUI Company. lnterim stay has been granted.

9. Our Company has filed a \irit petition bearing No.the State of Uftar Pradesh. and two others seekithe pledge ofgold omamenls as security $ ill nor1916 and th€ third respondenr being Deoria NCompany. Our Company further Fayed foradmission.

Io.Our Company has filed a writ perition bearing W2016 against the State of Uhar pradesh and twoloans against the pledge of gold omaments as

High Court has by its order dated June 13, 2012 in the civil \rrit petitione any co€rcive acrion p€nding disposal of the writ petition. The mafier is

c. 17168 of2014 on July 4, 2014 cha enging the notices issued bv Kollamlo oblain a Iicense under lhe provisions of Kerala tvlunicipalilie; Act and

ofadvancing loans against pledge ofgold omaments as securiry doesso as ro render it liable for payment of liceNe fees. The matter is

Io. WP(C) No.342t7l14 before the Madras High Coun against the order3, 2014 ("Ordcr") passed by the Inspector ofpotice, Economjc Offencestshing ofthe inpugned Ord€r and issue direction to the respondent vide athe coun may deem fit. interim stay has been gmnted in favour of our

jewels in its custody to Coun. The matter is p€nding.

WP 2483/15 before the High Coun ofJudicaere at Bombay, against theand Measuos Department, Maharashtm, Inspector of kgal Meieorologr

issued by the Authority in respect of use the electronic weishjrng. The matler is admined and is awailed for lislin8.

2D016 beforc the Kamataka Hjgh Coun on Aprjt 23,2016 for16 dat€d March 21,20t6 pass€d by the second respondent, additional

petitioner lo stop the aucrion proceedings. The Kamataka High Counthe writ. An appeal bearing writ appeal No. 5l4lzot6 has been filed

on Decembor 17, 2016. The rnatter is at the stage of hearing and is

3582016 before lhe Kamataka High Coun on June t3, 2016 against theof the order by the authority cancelling the exemption granted in favourmatter is pending.

49824/2016 before the Altallabad High Coult on October 7, 2016 againstb€fore the Court to declare that the business ofadvancing loans against

under the ambit and scope of Section 298 of Up Municipality AcqPalika has no authority to demand or lely license fee against our

ing the notices issued by third respondent. The matter is pending for

Petition No.498262016 before the Allahabad High Coun on October 7.lhe Coun to declare thai the business of advancingunder the ambit and scope of Section 298 of Up

t2_

13.

14.

Municipality Act, 1916 and the third respondent being Bhadohi Nagar palika has no authority lo demand o.leiry license feeagainst our Company. Our Company tufherpending for admission.

for quashing the notices issued by third respondent. The matter is

I L Our Company has filed a writ petition bearing2016 against the Land Re!enue Commissionrrdirection for quashing the orders passed bymemomndum of deposit of title deeds and formortgage created by virtue of deposit of tiile on receipt of rhe starnp duty under the provisions of Alticle 6 of theKerala Stamp Act without imposition of any stamp dut"v. The matter is at the stage ofadmission.

Our Company has filed a writ petition No.126952017 before the Kamataka High Couf on March2t,21t.lagainst the State of Karnaiaka seeking direction to d€.lare the Sub Rule t3 (D, (iD & (iiD of Rute 3 oftheKamataka Legal Merrology ) (Amendment) Rules 2014 per notification dated la )ary 23, 2016bearing No. FCSlSl EBT 20t4 (C Notification dated 25.01.20i6) regarding use of 1 mg accuracy weighingdevices, as unlawful and liabte to b€consequential notices under lheadmission.

Our Company has filed a w t petition No. 84152017 before the Kerata High Cout on March 13,20t7against the State represented by to the government of Kerala praying before the CoUIt to declare thar

Act, 1960 as ultravires and for quashing ofthe same. That the Keralawrit. Our Company has filed an appeal beafing wrir appeat No. WA No.

amendment to the Kemla Minimum WiHigh Court on April 10, 2018 dismissed11691018 on June 14, 2018 against impugned order of the Kemla High Court. The Writ Appeal is pantyallowed and it is directed that the of the scheduled employments may be granted three months rime tocommence uploading of Form XIV in€mploye€i ifnot voluntarily provided. Th

age Pa)ment Syst€m, as of now without the account number of thecan be no insistence that the minimum wages will be paid through the

bank accounts or tfuough the WpS ofthe Department. While declaring sub-rule (2) of Section 2lA ofth€amended Rules of 1958 to be ultra vires the statute, the other amendments are upheld.

Oui Company is being filed a Special to Appeal bearing No.8767/2020 before Supreme Coun Oflndiadated 14.11.2019 in w. p. (c) No. 26803 of2O1(A) passed by th€whereby the Hon'ble High Court sustained the notification atated

aga,nst the impugned judgmenr and final

down the pr€scription of service

ext-aordinary dated 09.08.2016, on all other aspecls other lhan strikingallowance of extra duty and dsk allowance prescribed by the Stateof it being beyond the competence ofthe State Covemment under rhe

V. P. Nandakumar, MD and CEO in dle past, had been summoned by the Enforcement Directomte seekinginfomation in relation to the Man group. V. P Nandakumar, through various letkrs had provided theinformation sought and had also

The officiah oflhe Enforcementclosed.

in persol before the Enforcement Directomte in respect ofthe same.have orally intimated V. P. Nandakumar that th€ proceedings are

j. Compounding applications under th€ Com nies Act, 1956

Hon'ble High Cout of Kemla at28.07.2016 published in the Kerala

Govemment in the said notification forMinimum Wages Act.

Companies Act 1956 for lhe contractl

rit Petition No. 38380n6 before the Kerata High Court on November 30,d others seeking the Court to issue a writ ofcerliomri or any other writ orDistrict Registrar and Land Revenue commissioner for impounding thersing an order or dir€ction directing the second respondenr to register tho

ck down. Further our Compary also prayed befor€ the Court lo qualh rheion issu€d by Inspector of Legal Metrology. The matter is pending for

The company failed to make entries in company mainiained under section 301(l) and (2) of the

Chit Fund Co. Pl1. Ltd. The Company filed

applicalion before the Regionat Di , Southem R€gion, MCA Chennai under section 62lA of Companies Act1956 seeking compounding ofthe said

The Managing Director being rhe propri of M/s. Manappuam Chit Fund Co. pvt. Ltd has faited to disclose thenalure ofhis concem or inlerest in thesection 299 of the Companies Act, 195Region, MCA Chennai under section 62 ofCompani€s Act,l956 seeking compounding ofthe said olfenc€

The Regional Dircctor, Southem Chennai vide irs order dated May 20, ZOt3 compound€d the above(2) and section 299 by leiying compoundins fees

mentioned offences undff section 301(l)

Remuneration ofdirectors (during the cu year and last three financiat yesrs):

Detaih of renuneration paid to the and non- €xecutive directors during the cunent year and for the laltthree financial years are given below:

Lrd meetings of the company and therefore cofltravened the provision ofThe Company filed applicatjon b€fore the Regiooal Director, Southem

and non"€x€cutive directors during the financial year 2019-20 ffor the

and non-Ixecutive Directors during the financiat year20l&19

Details of remuneration paid tocurrent period)

# Non-f, xe.utive Director* Dec€ased Director$ Nominee Director

Dct ils ofRemunerstion paid to

Mr-V.P.NandakumarRs.I1,00,00,000

Mr.B.N.Raveendra Babu

Rs.5.50,000

tu.6,65,000

Mr. Gautam Ravi Narayan (#)

Rs.1,10,000

tu.1,18,750 tu.3,s8,750Mr. V.R. Rajiven (*)

Mr.V.P.Nandakumar

t1626718 1't 1267 t8

Mr.V.R.Raj iven

,l-f ,

f2

l.

Detaih ofRemuoeration paid to and non-Executive Directors during the linancirt yerr20l7_18

Details ofRemuneration paid to end non-Ex€cutive Dir€ctors du og the firanciat year 20l Gl T

Related party tEnsactions entered duing the three financial years and quarter ended irnmediately preceding the yearof issue of private placement offer cum letter including wirh iegard to loans made or, guamntees given orsecurities provided Annexure II F (part of

Summary of reservations or qualifications or remarks of auditors in the last five financial years immediatelypreceding the year of issue of private offer cum application letter and of their impact on rh€ financial

and the corective steps taken and proposed to be taken by thestatements and financial posilion of the

Mr.B.N.Raveendra Babu 14716966

81706311

Company for each ofthe said reservations or or adverse remark is given in the following charr

I 2014-t 5 During the year ther€

instances of fiaud oremployees where E

misappropriations/cas

the Company by)ld loan related

69.23 million(net

recoveries a 8.87

million)

Considering the ,"h,re of ibbusiness, there are instances ofcertain inherenl risks associated withthe business of the Company. TheCompany has tutty provided forthese amounts in rhe financialstatements and h in the process ofrecovering these amounls Iiom rheemployees and taking legataction.

2 2015-t6 During the year thereinstances of liaud onoflicers and employee

related misappropriembezzlements Ar

the Company byL where gold loan

rglaries have

Rs.36.36 million(Net

Rs.23.69

million)

Considering the narure of irsbusiness, there are instances ofcertain inherenl risks associaled wiihthe business of the Company. TheCompany has tully provided forthese amounrs in lhe financiatslatements and is in the process of]recovering lhes€ amouna liom rhelemployees and lakjng tegataction

I

l3 20t6-17 Dudng the year lh€re

inslances of fiaud onofficers and employee

related misappropriiembezzlements /bt

the Company bywhere gold loan

tions / cash

€laries have

Rs. 17.46 million(Net

Rs.54.71

miilion)

Considering the nat*e "f itsbusiness, there are instances ofcertain inherent risk associated wirhthe business of the Company. TheCompany has fully provided forthese amounts in the fina.ciatstatemenrs and is in rhe pro.ess ofrecovering these amounE film rhe

employees and taking legal action l

1 2017-18 Dudng the year there l

instances of Faud onollicers and employeer

related misappropri,embezzlements /b!

he Conpan) bywhere gold loan

ions / cash

glari€s have

Rs. 63.29 million(Net of

Rs.10.22

million)

Considering the naGe ;a--;;busioess, there are instances ofcenain inhefent risk associated wirhthe business of the Company. TheCompany has ftlly provided forthese arnounts in the financiatstatements and is in the process ofrecovering these amounts fiom theemployees and taking legal action.

5 20t 8-19 During lhe year there Ir

instances of fraud on I

officers and employees

related misappropriaembezzlements /bu

he Company bywhere gold loan

ions / cash

slaries have

Rs. 10.04 million

Rs.3.97 million)

\

Considering the nature of itsbusiness, there are instances ofcertain inhereni risk associated withthe business of the Company. TheCompany has fully provided forthese amounts in the financialstatements and is in the process ofr€cove ng these amounts fiom theemployees and taking legal action.

\,0'::

n. D€raih o

company

letter in tl

fine impc

offer cum

o. Details

by the (

Lils ofany inquiry, inspections or invrpany law in the last three years ;mme(r in the case ofcompany and all ofitsimposed, compounding of offences in'cum application letter and ifso sec

Ls ofacts ofmaterial frauds committedI comprmy.

Fmuds reported to RBI;

ations initiatedor conducted ulder Companies Acl 2013 or any previously.preceding the year of issue of private placement ofler cum ap;ficationidiaries and ifthere were any prosecution filed ( whether peDdin;or not) ,lasr three Jears immediately preceding the year of ttre pavate ptucemeniwis€ details thereolfor the Company and all ofits subsidiari€s: Nil

inst the Company in rhe last thrce years, if any, and ifso, the action raken

Fraud Cas€sr (A+B+CJ l5 79.26 9 22 75_76 3',) 126.17

A- Fraud cases wh€reemployees of the companyare involved

l0 24_4t 6 3.21 l4 23.69 2t '70.45

B- rraud cases wherE thiemployees & customers ofthe Company are involved

I s.2s I 1.31 5 50.37 5 2.6a

C- Fraud cases where lfiicustomers of the company

1 49 59 2 4.18 3 1.7 5 53.04

a. The capital structure ofthe Company as on 3 1 , 2020 in the following mamer in a rabutar form

Aug 21,

1995

14,283.582 450,173,122

28,933,21

Qualifiedinstitution-alplacement

3,326,7 12,31 I

170,192,61

0170,t92,6t

170.192,6t

0

Sept 9

201013,210,039 707,190,518

Employee

stock

option

714,t32,5 t8

833,180,136

16,814,t8 14,541,197. r

."-,;?6'\_i :

optionJune 1l201I

416,874,18

8

2 N Bonus 833,748,376 1,661 ,496,7 52 Nil 14,543 ,197 ,199

October 8,

20111,354,76A 2 i6 Cr

'hEmployee

stock

option

841,153,136 1,682,306,272 14.56 14,651,0r0,504

March 10,

201250,000 2 16.56 C. th Employee

option

841,153,1t6 t .682,306,272 I4.56 14,651,010,504

Sept 25,

201234,000 2 16.56 Ca ih Employee

option

841,187,ll6 1,682,374 272 t4_56 14,651.505,544

Feb 6,20t3

20,000 2 t6.56 Ca h Employee

siock841,207,136 t,682,414,272 14.56 14,6s1 ,796,144

14,655,4WnJune

16,20t6124,37s 31_25 h Employee

stockoPtion

841,331,51I I ,682.663,022 29.25

July 21,

20162,43,42s 2 3t _25 Ca h Employee

stock

option

84t,5t4,936 I ,683 ,149,812 29.25 t4662554893 .25

i4,663,64r,rrt25

M,67r,051365"25

October27,2016

37,20C 2 3t _25 h Employeesiock

optioo

84t,612,136 I ,6a3 ,224,272 29.2s

January

31.20172,87,500 31.25 h Employee

stock

option

841,899,636 I,683,7992n 29.2s

April 17,

2017

50,000 2 31.2s Ca Employee

stockoption

841,949,636 |,683,899.212 29.2s 14,673,514,868.

25

September

2t,201110,6t3 86.45 n Employee

slock

option

84t,960,249 1,683,920,498 8,1.45 14,674,411 ,136.10

D€cember

20,20172221 2 86.45 Employee

stockoption

8419624',74 168392494r 84.45 14674598699 55

February

21 ,20t89562 2 86.45 Employee

stockoption

841972032 1683944064 84.45 1467 54062tO.45

March 16

,2018

56373C 2 86.45 Employee

stock

option

842535762 1685071524 84.45 1472301320a.95

02,20r81699 2 86.44 Employee

stock

option

842531461 16850',74922 84.45 141211566e9 5

Iuly 3l2018

1699 2 84.78

AEmployee

srocr(,r.ortiun-':1

u2539MA

"Y

1685078320 82.78 1412329 t332.t2

\\( @;"i(r-acY

b. Share

Sep 19,

2018

270691 2 86.45 Sh Employee

stock

oPtion

842809851 1685619714 84.45 14746157694.31

April05,2019

355993 2 86.45 Cr rh Employee

stock

option

843165850 t68633r 700

168652392a

84.45 t4'77622t303 .22

June

26,201996Il4 2 90000

shares

rhe

100.88

and

6114

ar rhe

86.451

rh Employee

stock

option

843261964 98.88

and

84.45

99.88

t418s120503 .22

and

14785636830.52

05.20t9170457i

sl'[email protected]

55000 @

100.88

8,14966519 1689931078 14924943439 ttdt4930436819

t4,2Qt911756 5500

shd€s @86.45

ttl6256sh.6 @

84.78

844918295 r689956590

42.1E

14910901039 md149314189t I

10,202014830 I t43l

shG @86.45

339shdcs @

E4.78

844993125 16898625C

82.18

14932384513.9{

14932665903.tzA

Capital as on the last day of quaner

980,000,000 Equity Shares ofRs.2 each 1,960,000,000

400000 preference shares ofRs. I00 eacl 40,000,000Issued, subscribed and paid up share capi al before the Issue 1689986250844993125 Equity Shares ofRs. 2 each, Iy paid up 1689986250Issued, subscribed and paid up share capi al after the Issue 16899862s0844993125 Equity Shares ofRs. 2 each, I lv pa!-drp- t689986250Issued, subscribed and paid up share capi NA

; it a

lg?$

Dale of I No. of Frct I Issuevaru I nricee (t) per

equirl

l*,*

tatureot

[,ion

Tlpe of lCumulativeAIhtme'ttlno ofequit)

shares

Cunlulativ€paid-up

eqn;tJ sharecapilBl

Equir!

I 'u"*lcqu'ly

pr€mi-

Cross Cumu-laliye share

Dremium 1<)

c. Profits r

the date

844993125 Equity Shares ofRs. 2 each fully paid up 16899862s0Present Issue in terms ofthis Ofler trtt, NAS€curities premium account before rhe l NA. lssue ofNCD will

not reflect the premium(Outstanding - tu.

1,399.55 Crores)

Securities premium account after the lss NA. Issue ofNCD willnot reflecl the premium

- (Outstanding - Rs.

1,399.55 Crores)

(a) the authorised, issued,

aggregate nominal va1689986250/-

size of the present off

paid up capital: Rs. I2020;

after the offer: Not ap

after conversion of co

share premium accor

reflect in premium ) (

ii. The details ofthe e

regard to each allotthe shares allotted,disclose the numbel

preceding date ofallotm€nts made for

(b)

(c)

(d)

(e)

(1)

of the Company, before and after r

: ofhsue ofprivate placement offer

\\\

subscribed and

ue); Authorised

paid up capitrlCapital Rs.200

(number of secudties, description and

Crores ,Issued, Paidup capital :Rs

: Rs. 250 crorc

9986250 (E4uity) as on the last day of quarter ended March 3l

0t (before and after the offer): NA( The issue of NCD will not)/S balance-1 ,399.55 Crores

jsting share capiral of the Issue. in a tabular form, indicaling therein with1ent, the date ofallotinent, the number ofshar€s allotte4 the face value ofhe price and the form of consideration. Provided lhat the lssuer sllall alsoand price at which each of the allotments were made io the last one yearrivate placement offer cum application le0er s€pamrely indicating lheconsiderations other than cash and the details ofthe considemtion in each

ng provision for tax, for the tlree financial years immediately precedingapplication letter.

rya>'7- l'\:1f,

Authorided share car,il al

The lrble below set forth information profit for the last three financiat year

(Rs.In millions except dividend per

Dividends declared by the Company in ofthe said thre€ financial years; interest coverage rario for last threeyears (cash profit after tax plus interesi paid).

e. lnt€rest Cov€rage Ratio

A sumnary of the financial position of Company as in the three audited balance sheets immediately precedingthe date ofissue ofprivate placement cum application letter;

The following rable sets fo(h cenain deraits

Unconsolidated Statement of Assetsyears preceding the date ofthe ofler

the dividend paid by our Company on the equity shares for Fiscal

Lirbilili€s of th€ Company as at th€ €nd of th€ last three financiat: Annerure II A (part offinancials).

Uncoosolifuted Profit and loss account the Comp:rny for th€ last thrc€ financiat years preccding the date oflhe offer letter: Annexure II B (part of

Audited Cash Flow Staiement for rhe rhree immediately preceding the date ofcirculation ofoffer letter: AnnerureIIC

Any change in accounting policiesConpany: No Change.

during

"(.Y]

,,+/;l

11,148.77 5,189.l2

Face value ofEquity Shares (Rs. perlnterim dividend on Equity Shares (Rs.

Final dividend of Equity Shares (Rr

Total interim aividend on-qu[3[G l8l1.77Toial fmal dividend on Equity SharesDividend tax (gross) on inter;m diviaend 215.71Dividend tax (gross) on final divi6d-

Cmh profit (Profit aner tax +

years and their effect on the profils and the res$ves of the

7,500.5t

| 7842.es 3e03j21 iu6.t" 2,899.0r

lnr€rest (Rs. million, ] 10i7i.6, ?94J.94I loo25.5l 8818.65 8126.1 10266.0rnlerest covemge mrio | 2.. 2.331 Z.t1 t.ul t.371 t7

Par.icutars I Fis""ir t !tl-[ t.r"t ,ortl Fiscal ,0l?Tfiscat x,l6TFista, ,0t:

g.

h. The ch,changes.

N{

chrnges in th€ accounting policies of Company durilg the last three linancisl years given below: No

Nel profit before taxation 10.665.5:i I I t48.',77 5189.12 4t24.28 3,430.50Depreciation and amortizarion 609.70 582.61 530.89 538.8r 618.95(Profit)/loss on sale offixed assets -3.41 -5.17 -6.7 -6.5 4.82Net gain on sate of current -5.95 -s.98 :23.3 -7 7.2 -169.49

Interest Income -95.91 -t17.7 t29.53Interest Expense 8562.56 &416.43 10,020.?5Dividend Income

Provision for standard assets 61.93 95.90 128.76 27.4t 44.43Bad debts/advances t ritt"n otr /provision for non-performing assets

and provision for doubtful advances

414_24 459.99 195.96 24',7.17 513.1

Amortizalion of forwar<t conractsPremium

27.6a 89.7 7

Provision for Liligation claim 0_23 6.56 4.07 4.64 9.69Op€rating Fofrt before workingcapital changes

) t,169_9 7 12372.45 t4485.45 13157.34 t4,164.12

Movements in working capital:lncrease/ (decrease) in trade payable -225.58 4s2.71 -9.63 119.79 -48.96Increase/ (decrease) in other cunentliabilities and provisions

401.95 1985.14 265.85 -589.57 -1,840.23

Decrease / (increas€) in long-termloans and advances

-5,336.06 -636.90 -1242.25 -309.49 -120.6

Decrease / (increase) in short-term -8,371.73 -13485.41 -9433.01 1to72.99 t7,606.s2

Decr€ase / (increase) in other currentassets

414.50 513.03 2220.84 - t3.6 751.61

Increase / (decrease) in Other longterm liabilities (net)

433.22 -187.27 -8.17 23.74 -20.17

Cash genemted fiom (used in) -t,780.17 r013.75 6279.O8 l0'75.64 30,492.89

Direct ta\es paid (net ofrefunds) 4,122.66 -3,847.09 -1682.35 -1378.47 -1,251.99Net cash flow ftorn/ (used in)opemting activities (A)

-5,902.83 -2833.34 4596.73 -102.83 29,234.90

B. Cash flows from investingactivities

Purchase of fixed assets, includingCwlP

-r5 r5.90 464.04 -710.152492 -246.83 -258.66

Proceeds from sale of fixed assets 5.86 5.57 I0.8529177 8.44 9.48Purchase of crment investments 0 -450 -t625_46 -7,473.65Purchase of non-curreni investments -507.86 0 -1565.5 -t456.83 -163.56Sale of cuffent investments 2591.5 7484.5 6,662.80Interest Iflcome on DLB Bond 5.95 5.98Sale of non-.urrent investments

Redemptio maturity of bankdeposits (having original maturity ofr4ore than thr€e months)

656.46 I t48.1t 937.8 1838.88 3,562.24

Investmenls in bank deposils (having

original maturity of more than three

-84S.98 - t019.65 -1052.34 -925.76 -2,588.78

91

other

A. Crsh flow fron opcrating.ctivities

March Jl2018

March 3l7017

Mrrch 3l20r6

March 3l l\ldrch 3l2ols Ln,.,

monrhs)

96.61 I8l.15 239.05Dividends re.eivedNet cash flow fronV lused- in;investing activities (B)

:2,205.41 -324.03 -141 .2295 7 43 5258.09 I r.08

C. Cash flowi fiom fmancigactivities

Proceeds from issuance ot equityshare capital

52.2) 21.65

Share issue expense

Proceeds fiom E ituti"r;debentues (l,ong term)

2,000.00 15050 100

Redemption of preference shares

Repayment of l;;titution -767.00 -436.40 -890.s051 -122t.04 -3,O42.14

Proceeds from issue oi public

debentures4',785.52 2,000.00

tepayment of tubtic a-enG -2,706.74 -1539.72 -1505.35 -455.61 -2,987.32Proceeds tom Institutionafdebentures (short term)Repayment of tnstltutionadebentures (short term)

-999.79

Proceeds fiom Re6il Debenture50 2,130.40

nepaymenr of nerail Debiniire- -320.121 -94.66 45 r.815 :2s65.61 -3,354.16Proceeds fiom inter corporatedeposits

t12.5

Repa),rnent of inter corpolatedeposits

-32.s -80

Application money re-iveaEilsuiof redeemable non-convertibtedebentue

,20001 2.008. ts

Proceeds from commercEilfi 1,40,976.40 87,246.61 70266.4915 74654.s8 r9,755.65Repayment of commercial pap; 1,35,119.36 -73.489.32 -618s4.06077 -73748.44 -20,462.t9Proceeds iom subordinated debl(Institutions)

Proceed fiom Vehicle Loan 0 3l 0 2.13Repalment of Vehicle Loan -5.30 -1.t3 -1.996 -3.38 4.43Repayment ofDepositiProce€d ftom Finance Lease I10.35 27 _01 8t.03Repayment of Finance Leas€ -39.64 :21.55 -19.65Repayment of Subordinate Debt -857.58 -1807.3l -575.18 -531.85 -387.11Proceed liom T€rm loan from Bank 2,20,t50 103820 111400 l r0840 57,110.00Repalment ofTerm Loan 2,06,889.24 -124470.30 -122362.1s -83364.17 46,210.2tProceeds ftom fo.eign Curr"""yTerm lran - BanI

0 1500

Proceeds from Foreign CurencyWCDL- Bank

0 5500

Repayment of Foreign CulremcyWCDL-Banl

-s,617.44

Proceeds fiom Bonowings fromOthem

213.08 122.26

\262.8 58.t6 750

Repayment of Borowings from -91.27 ,. _, ?48.53 -175.t7 -1895.2 -2,767.72

M:,:,:I ''t.

A. Cash norr from opcraling March 3l20t8

]llarch JI20t1

March 3l2016 20 ts I uuk

Others

Proceeds / (Repa),rnent) in workingcapital banl borrowings (neo

-671.38 -7206.18 1891.09 -20600.76 :2,400.37

Interest Expense paid -4335.77 -8143.68 -9,',7 t2.t7Dividends paid -r,683.94 -1,262.56 -1892.14 -l135.64 -1,I35.65Tax on dividend paid -342.81 -257.02 -385.31 -2t5.7 t -193Net cash flow from/ (used in) infi nancing activities (C)

8,389.64 2,47't.25 -6528.88527 -5530.73 :29,227.43

Net increase(decrease) in cash and

cashequivalents(A + B +C)281.34 -680.t2 -2073.384844 -515.47 -3.6r

Cash and cash equivalents at the

beginning ofthe year2621.42 3301.54 5894.49 6469.96 6,413.57

Add: Adjustments on account ofamalgamation

Cash and cash equivalents at the end

ofthe year2902.16 2621.42 382 r.105156 5894.49 6,469.96

Components of cash and cash

equival€nts

Cash on hand 902.34 1025.56 1269.61 1517 _02 I,22t.67Wiih banks

- on current account 2000.42 1595.86 2066.19 3857.83 2,615.80- on deposit account 105 t40- in escrow account'

NCD public issue application noney 2,008.15Unpaid NCD trustee account t9.t5 24.39Unpaid matured deposit account 0.07 0.07 0.07 0.07 0.22Unpaid auction suplus deposit 620.31 510.40 446.71 190.21 443.6

Unpaid dividend accomt 33.19 30.91 38.53 24.36 20.52Total cash and cash equivalents (note

13 to Annexue IV)3011.21 3187.19 382t.1t 5894.49 6,469.96

@p

A. Crsh flo}} from operatingactivilies

March 3l2018

I March 3I] ,n,"

llarch 3l2t)t6

llarch 3l I Nlarch 3l2015 20tJ

PART B

(By Applicant)

3. Complete

4. Phone

6, PANN

?. Bank

Signature of applicant:

Initial ofthe officer ofthe Company

DECLARATION BY THE DIRECTORS.

A declaration by the directors that:

The Company has complied with

The compliance with the said Act

interest or repayment of debentures,

The monies received under the

letter;

I am authorized by Financial Resource and

vide meeting June 10,2020 to sign this foIm and

the rules made there under in respect of the

complied with. Whatever is stated in this form

information material to the subject matter ofthisrecords maintained by the promoters

verified that all the required attachments have

Date: June 10,2020

Place: Valapad

(D

(ii)

(iiD

1. Name:

2. Father's N

5. Email Id if

provisions ofthe Act and the rules made there under.

the rules made thereunder do not imply that payment ofdividend orifapplicable, is guaranteed by the Central Govemment;

shall be Lrsed only for the puposes and objects indicated in the olTer

committee of the Board of Directors ofthe Company

lare that all the requirements ofthe Companies Act, 2013 and

ect mafter ofthis form and mafters incidenta' thereto have been

in the attachments thereto is true, correct and complete and no

form has been suppressed or concealed and is as per the original

to the Memorandum and Articles. It is fu(her declared and

completely, correctly and legibly attached to this form.

for liaorPpuram FiTBDGG UDltsC

''?

r

94

Cash Flow From Deb€nturc

As per SEBI circular CIR/MD,DFII8/2013 dI/12212016 dared No\ember I 1,2016 ittusrrati

)d October 29, 2013 as amended by SEBI circular no.cash flow for Debenture is as under l

Company Manappurarn Finance Limited

Face Value (per security) Rs. 10,00,000/- per security

Issue Date / Date ofAllotment l2-Jun-2020

Redemption l2-Dec-2021

Frequency ofthe Interest Paym€nt with specifie,dates Annually

Day Count Convention Acnral / Actual

Estimated Cash Flow Per debenture

Date Day Particulms Amount (Rs)

12-Jun-20 Friday Inflow (r,000,000)

12-lux,-21 Saturday Interest 87,500

l2-Dec-21 Sunday Interest 43,870

l2-Dec-21 Sunday Principal 1,000,000

i,ji t\"N D

95

CIR/IMD/DF-

ANNEXURE I

PATERN AS ON MARCH 3I,2O2O

I Promoter and

Promoter Group296156139 i5.048 2961s6139 6500000

2 Public 548836986 64.952 544613563 0Non Promoter-NonPublic

4 Shares underlyingDRs

5 Shares held byEmployee Trusts

Total 844993125 r00 840769702 6500000

ffi

ANNEXURE II

THE COMPANY FOR THE LAST 3 YEARSFINANCIAL POSITION

(Audited Financials oflast 3 yealx

Aonerure II A

Manappuram Iinance Linited

Standalore Balance ShGet as at 3l March 2020

(Al1 amounts are in millions of Indian Rupees,stated)

Cash and cash equivalents

Banh balances othfl than aboye

Derivative fi nancial instruments

t,88,4r9.85 1,50,051.71

10,108.45

Current tax assets (net)

Deferred tax assets (net)

Parliculars

| 31 March 2020 I 31 March 2019

Capital work-in-progress

Right ofUse Asset

Other intangible assets

Other non-fi nancial assets


(i) total outstanding dues of microenterprises

(ii) total outstanding dues of creditorsenterprhes and small enterprises

47,887.81

Borrowings (other than debt securities)

Subordinated liabilities

Other fi nancial liabilities

LIABILITIES

1,02,504.50

Other non-fi nancial liabilities

Equity share capital

Total liabiliti€s and equity

See accompanying notes fomint part of the

In terms ofour report attached.

for Deloitte Haskins & Sells LLP For snd on behalfofthe Boird of Dir€ctors

V.P. Nandakunar

Managing Director & ChiefExecutive Ofticer

ChiefFinancial Ofrcer

Place: Bengaluru

Dal3:May 14,2020

lrffi--)

r,68c.99 1r,685.62

Anoexure lI B

St.nfulone Statem€nt of Prolit and Loss for2020

Year ended 3l March

(All amounts are in millions oflndian Rupees,

31 March 2020 3l March 2019

Dividend Income

Fees and commission income

Total R€venu€ from operalions

Totrl iocone (l + lI)

13,91t.99 10,117.69

Fees and commision expense

lmpairment of financial instrum€nts

7

r-?vun',

(iiD l7ee.l4 1458.6r

11.32 l ro.r,

/,.v'1 I

Employee benefi ts exp€nses

Depreciation and amortisation

Other exp€ns€s

Total expenses (lV)

Profit before tax (IU - lV)12,177.12

(l) Curent tax

(2) Defened tax

(3) Earlier years adjustnents

Profit for the y€ar(lr'- VD

Othercomprehensive income

(i) ltems that will not b€ re

- Remeasurements ofthe

(ii) hcome tax relating to items thatprofit or loss

(i) ltems that will be classified to

(ii) Income lax relating to itemsprofit or loss

will be reclassified to

{P&r,

r2J03.r3 | ?,904.s6

Other conprehcnsive incom€ (s4.32) (27.79)

(u) Tolll comprehensiv€ income tor(Comprising profit and other complyGrr)

he yerr (VII + VIII)eh€nsive incone for the t2.24a.at 7,816.78

(x) f,arnings per equity shar€ 29

Basic (Rs.)

t4.58 9.t8

Diluted (Rs.)

14.53 9.37

In terms ofour reporl attached.

For D€loitte Haskins & Sells LLP For and oo behalfolthe Bosrd ofDirectors

Chartered Accouniants

S. Sundaresan V.P. Nrndakumar B.N. RaveerdraBabu

Partner Managing Di.ector & ChjefExecutive Oflicer Execulive

Director

DIN:00044512 DIN: 00043622

Bindn A-1. Manojv.R

Kumar

Chi€f FinancialOfficer

Company

Secretary

Place: Bengaluu Place: Valapad,Thrissur

DateiMay 14,2020 Date: May 14,2020

Annexure Il C

Manappuram Firance Limit€d

Cash flow statement for the Y€rr €nded 3t2020


For th€ ycar

3l March 2020

For the yearended

3l March 2019

Cash flow from opersting activities

Net profit b€fore ta)(

r6,800.1r t2,177.42

Depreciation and amortization expense

lmpairment on financial instruments

Provision for litigation

Ptovision no longer required written back

Provision for other assets

Profit on sale ofproperty, plant and equipment

Stock compensation expense

103

Interest income fiom banks, investments and

Operating Profit before working capital

Changes in workiog capital and loans:

Decrease / (increase) in non-financial assets

Decrease / (ircr€ase) in loans

Q1,749.30)

D€cr€ase / (increase) in other financial assets

(r,1s0.36) (1,184.46)

Increase / (decrease) in tmde payables

Increase / (decrease) in other financial

Increase / (decrease) in provisions

Increase / (decrease) in other non-liabilities

Cssh gen€rat€d from operalions

(21,917.34) (9,617.1l)

Net income tax (paid)

(4,821.54)

N€t cash flows from(used in) op€rating(A)

Cash flow from investing activities

Capital expenditure, including capital advances

(1,247.48)

Proceeds iom sale of property, plant

equipmeni

(Puchase) / Sale of investments

Bank balances not considered as cash and cash

Net cash llows from(used in) investing(B)

Cash flow from finarcirg activiliGs

Proceed from vehicle loan

Repayment of vehicle loan

Proceed ftom finance lease

Repayment of finance lease

Proceeds ftom / (Repayments 1o)

liabilities

Pro{eed fiom term loar/working dapital

1,61,416.50

Repayment of term loar/working dapital(t ,27 ,934.17 ) ( | ,s3 ,78s .25)

Proc€eG / (Repayment) of foreign currency(1,91r.33)

Proceeds liom borrowings fiom odErs

Repayment of borrowings ftom othem

Proceeds / (RQayment) in Cash credit(net) (12,482.8t) t1,219.t6

Proc€eds flom Institutional debenores (long

Repayment of Institutional debentures (long

105

(5.18) I (4.38)

| 6.424.e7

I

1.53.490.00

(7,733.33) (8,141.86)

Proceeds fiom issuance ofpublic debentues

Repayment of public debentures

Proceeds from retail debenture

Repayment of retail debenrure

(1,500.43)

Proceeds fiom commercial paper

1,37At2.t0

Repayment of commercial paper

(1,42.3s2.96\ o,34,3s6.97)

Proceeds fiom US Dollar Bonds

Proceeds liom hsue of equity shares

Share premium on equiry shares allotted

Dividend paid, including dividend distribution

(2,184. r8)

Payment of lease liabilities

Net c6sh flow from financing activities (C)43,O15.74

Net increase/ (decrease) in crsh aod cash eq

Cash and cash equivalents at the beginoing

Cash and cash equivalenls at th€ eod ofthe

In terms ofour report attach€d.

For Deloitt€ Haskins & Sells LLP and on behalf of the Bosrd of

| 20.88r.6e

Charlered Accountants

V.P. Nandrkumar

Managing Director & ChiefExecutive Offcer

DIN:00044512

Date: May 14,2020

Manappuraln Finarce Limited

Consolidrted Balrnce She€a as at 3l March 2020


Cash and cash equiyalents

Bank balance other than aboye

D€rivative fi nancial instruments

Annexure lI D

Manapprram Finance Limited

I I Firrncial assets

| 3l March 2020

As at31 March 2019

2,31,89r.90

r,78,100.06

Oth€r financial assets

Non-financial assch

Current tax assets (net)

Deferred tax assets (net)

Investment property

Prop€rty, plant and equipment

Capital work-in-progress

Other intansible assets

Oth€r non-fi nancial assets

LIABILITIES


24_',t7

Investments

34-61 I

I reo

(i) total outstanding dues of microsmall e erprhes

(ii) total outstanding dues of creditorsmicro enterprises and small enterprises

Borrowings (other than debt securitieg t,37,563.86

subordinated liabilities

Other fi nancial Iiabilities

Other non-financ ial liabilities

231,166,14

Equity share capital

Equity attributabl€ to equity hotdersprrent

Non-controlling interest

Total Liabiliti€s and Equity

See accompanying notes forming pan ofthe

ot

55,986.53

9s,710.U

t9.20

2,O1,456.19

In terms ofour report attached

For Deloitte Haskins & S€lts LLp For srd on behalf ofth€ bosrd.fDi.""t"*Chartered Accountants

V.P. Nandakumar

Managing Director and tl efExecutive Officer

DIN: 00044512

Manoj Kumar V.R

Place: Bensaluru

Dat€: Mav 14 2020 Dale: May 14 2020

S. Sundaresan N, RaveendraBabu

i*110

Manappuram Finance Limit€d

Consolidated Stat€ment ofProfit and Loss for y€ar ended 3l March 2020

(AIl amounts are in millions of Indian Rupees,

Year ended

3l March 2020

Year €nded3l Mar.h 2019

Revenre from operations

Dividend lncome


Net gain on fair value changes

Other operating income

Total Revenue from operations

Total income (I + ID

F€es and commission expense

Impaiment on fmancial insEuments

Employee benefi ts expenses

Prrticulars

$l 111

(v) Depreciation and amonisation ?9

1,641.77 752.34

(vi) Other expenses 30

4,560.71 5,708.56

(tv) Total expenses (IV)35,138.89 27,85,t.5.t

(v) Profi ,(loss) before expceptiomllv)

t€ms and lax (Itl -20,012.98 14,565.94

(vD Erceptional items

(vrr) Profit befor€ tax (v- vD20,072,98 14.565.94

(VIII)

Tax expense:

(l) Current tax 3l5,344.65 4,855.47

(2) Deferred tax 3l'74.84 224.91

0x) Profit for the period (V-Vl)14,803.r7 9,485.56

(x) Other comprehensive iocome

(i) ltems that \vill not be re classil

- Remeasuements ofthe defin

ed to profil or loss

:d benefit plans (79.46) (39.07)

(ii) Income tax r€latins to it€m

reclassified to profit or loss t9.46 13.'79

Other comprehensive income(60.00) (2s-271

(xD Toral compreh€nsive income(vrr+vrrD(Comprisins profit and other corfor the period)

for thG pcriod

prehensive incom€14,743.17 9,460.28

iz lr x$\$2 );

i,:?

Profi( for the vea r attributrble to

Equity holders ofthe parent

Non'controllins interest

Other comprehensive iocome for

Equiry holders ofthe parent

Non-conlrollins interest

To$l comprehensive income for

Equity holders ofthe parent 14,6t7.60

Earnings per equily share

see accompanying notes formine part ofthe

In terms ofour report attached

For Deloitte Haskins & Sells LLP For and on behalf of the Board ofDir€ctors

Managing Director and Chief Executive

officer

113

Chartered Accountants

S. Sundrresan

Dzte: M^\ 14 2O2O Date: May 14 2020

Mansppuram Financ€ Limited

Cotrsolidaled Slatement ofProlil and Loss for yerr ended 3l March 2020

(All amounls are in millions oflndian Rupees,

3l March 2020Year elded3l March 2019

52,170.55

Dividend lncome


Net sain on fair value changes

Other opemting income

Total Revenue from operations

Total iDcome (l + lI)

V,, .

Particulars

r,014 99 I 837.05

Fees and commission expense

Impairment on financial instruments

Employee benefi ts expenses

Depreciatior and amortisation

Other expenses

Total expeoses (IvJ

Profi ,(loss) before expceptionaltv)

Exceplional items

Profit b€rorc tax (v- VD

(l) Curent tax

(2) Defered lax

Profit for the period (V-VI)

Other compreheosive income

le,.I

(i) ltems dlat will not be re classil- R€measurements ofthe definr

ed to profit or loss

I benefit plans (t9.46) (39.07)

(ii) Income ta\ relating ro iiemreclassified to profit or loss

that will not be

t9.46 13.19

Oth€r comprehensive income

(60.00) (2s.27)

(xD Total compr€heosive income for th(Comprising prolit ard other confor the period)

) period (VII+VIIDprchensive income 14,743.17 9,460.28

Profit lor the year attribulabte to

Equiry holders of the parent t4,677.50 9,404.59

Non-controllins ;nteresi 125.60

80.91

Other compreheosiv€ income for th

Equity holders ofthe parent

(59.90) (2s.40)

Non-.ontrollins interest

(0.10) 0.10

To(rl comprch€nsive income for th€

Equity holders ofthe parent t4.617.60 9.379.t9

Non-controlling interest 125.50

81.0 r

(xII)

f,arnings per equity shar€ 32

Basic (Rs.)

t'7 _54 I 1.03

Diluted (Rs.)

17.49 1t.0t

See accompanying notes forming pan ofthe Consoli lated fi nancial statements.

Fln terms ofour report atlached ,\o,

'l116

For Deloitte Haskins & S€lls LLP For and on behalf of the Bosrd ofDirectors

Managing Director ard Chief Executiveofficer

Date: May 14 2020 Date: Mav 14 2020

-.

VtL1

Place: Valapa4 |

rhrissur I

Maoappurrm Finance Limited

Related Prrty transsctions during the yGar:

(All amounts are in millions of Indian Rupees,

Ann€xure Il F

s otherwise staled)

Manappu16m Finance Limited

(All amounts are in millions of Indianotherwise stated)

Subsidiary conpsny

Mamppuam Comptech and

Consuliants Limited

Associates / Enterprises owned ormanagement Frsontrel or aheir relativ€s.

inlluenced by key

Manappu'am Construction and

Properties Limited

Manappuram Chit Funds Company

Private Limited .

Relationshio

Manappumm Chits (Kamataka) pJivate

Limited.

Manappuram Chits lndiaLimited *

Adlux Medicity and Convention CentrePrivat€ Limited*

DTA AdvisoryPrt Ltd

Lions Coordination committee of Indiaassociation

FINTECH Products and Solutions(India)Pvt Ltd

JSW IndustrialGases A/t Ltd

Ananya Finance for Inclusive cro*thPrivate Limited

Natafim Agricultuml Financing Ag€ncy

DT3 AdvisoryLtd

Developm€nt Council

Solulions P!,t Ltd

119

Private Limited

Veritas Finance PrivateLimited

Booker lndiaPrivare Limited

Booker Saham Wbolesale

Privale Limired

NETAFIM Agricultwal FinancingAgency Pvt ltd

VISTAAR Financialservices Pt1 Ltd

Key Managenert Personnel Mr. V P Nandakumar - ManagingDirecior & CEO

Mr.Jagdish CapoorChairman

Mr. B.N Raveendm Babu , ExecutiveDirector

Mrs. Bindhu AL - ChiefFinancial Officer

Mr. Manoj Kumar VRCompany Secretary

Mr.P.Manomohanan-

Director

Adv.V.R.Ramachandran-

Direclor

Mr.Gautam Ravi Narayan -Director

Ms. Sutapa Banerjee-

Director

Abhiiit Sen-

Director

Harshan Kollara-Director

Shailesh J Mehta-

director

-h.Mr. Manoj Kumar VR

Company Secretary

/,n.-: *:{\Relatives of Key Manag€ment '/ \\ Mrs. Sushama Nandakumar (wife of

124

Mr. Sooraj Nandan (son of Mr. V pNandakumar)

Mrs Sumitha :ayshankar(dauglrrrr ofMr. V P Nandakurnar)

Mr. Suhas Nandan (son of Mr. rr pNandakumar)

Ms. Biji Babu (daughter of t,Ir. B.NRaveendra Babu)

Mrs. Shelly Ekalavyan (sistei of traiTP Nandakumar)

l,,lrs. Rajalakshmi Raveendm Babu (wife of t,Ir.B.N Raveendm Babu)

Mr.Bemy (Husband of Mrs.Btudu A L)

+ No transactions with these relaled parties

Related Party lransactions during the year:

Subsid

Company Enterprises ownedor significantlyhfluenced by K€yManag€mcnl

Personn€l or theirrelatives

KeyManagementPersono€l

Relativ€s of KeyM{Itagem€ntP€rsonnel

Debentures and Subordinate BoDdred€emed during th€ y€ar

Mrs. Shelly Ekalaifan

31

March2019

3lMarch2020

3lMarch2020

March lMarch lMarch lMarch2020 I !019 l2o2o I 2or9

br

121

Equity contribution

Asiryad Microfi nan.e Limited

Mamppuram Insumnce Brokers

Limited

Manappuram Home Finance Limited

Manappuram Comptech and

Consultants Ltd

Mrs. Rajalakshmi Raveendra Babu

Mrs. Shelly Ekalavyan

Commission to Directors

Mr. V.P.Nandakumar

Mr. Raveendra Babu

Remuneration to Directors

Mr. V.P.Nandakumar

Mr. Raveendra Babu

Remuneration to other KMPS

s0.00 4,637.90

I

3,621.22

2.67

1,006.00

50.00 8.00

I

| 0.23

Ms. Biji Babu

0.23

66.00 "*l'60.00 50.00

I

6.00 5.50

96.53 ssr3 l-

I

84.38 '73.',70

t2.\6 u.63 l-

z,ft\ t2.20 7.21

Mr. Kapil Krishan

Mr. Ramesh Periasamy

Mr. Manoj Kunar V R

R€munemtion paid lo R€tative of

Mr. Sooraj Nandan

MIs. Sumita Jayshankar

Mr. Suhas Nandan

Reimbursem€nt of Travelting

Mr. V.P.Nandakumar

Mr. Raveendm Babu

ManappuBm Foundation

Lions Coordination committe€ oflndia Association

I I 1,,,

9.17 1.63

2.62

I3.03

I I

I 1,38 5.26

I0.81

I l 3.06

I t.38 1.39

I

0.63

0.44

I

0. r9

I

- | ,u,.., 158.57

261.38 158.57 I

Payment to

10.18

r 0.18

I

Rellt Prid

+24 3.46I

0.t6

U1 z3

Mr- Suhas Nandan

Manappuram Ago Farms Limited

R€imbursement of Rent & Expenses

Manappuram Foundation

Ent€rprises own€dorsignificantlyinfluerc€d by X€yManagemsntP€rsonnel or theirrelatives

KeyMansgement

Rel.tives of KeyM.Dagement

Manappuram Jewell€rs Limited

Manappuram Agro Farms Limited

Manappuram Insurdnce BrokersLimited


Eleclricity Charge Rec€ived

Manappwam Jewellers Limired

0.13

I0.i6

I

4.15

lt.ae I

_ 15.64 5.70

II

15.64 5.70

I

suDsrdifryConpadv

:ltMarch2t2o

31

March2019

I As ar3t

I zozo

As rt lAsrt lAsat31 3r lluarct I uarct ] ru"."r,2ots l:ozo lzo',

I As rt.lt

lrtr,^nI zrrn

3lMarch

II

2.23 I.52 g.t4 5.28I

0.43 0.47 _t_0.08 0.08

2_23 1.52

4.73 II

.1.." o.e, I t'

tYj 0,6 |

Manappuram Insumnce Brokers nl

<iJty/

Manappunm Foundation

Manappuram Agro Farms Limited

Manappuram Comptech andConsultants Ltd

Rent, Electricity, telephone andprinting chrrges RecGived



Consultation Charge Paid


Consultants Ltd

TechnicalCharges Paid


Consultants Ltd

Construction Exp€ns€s

Manappuram Construction and

Properti€s Limited

Monlhly usage charges paid

12.20 12.81 l-

1.60 I -


Consultants Ltd 0.85 0.78

60-26 23.91

Manappuram Home Finance Limired

60.26 23.94

Processiog Iee ReceiYed

Asirvad Microfi nance Limited

Manappumm Insumnce BrokersLimited

Asirvad Microfi nance Limited200.00

Repayment of Loan tak€n

Asirvad Microfinance Limited200.00

Corporat€ loan giYen to1,725.0( 1,910.00

Manappuram Home Finance Limited1,725.0( t,910.00

Repayment of Corporate loan from1,735.0( 1,610.00

Manappuram Home Finance Limited1,735.0( 1,610.00

/.u't6o k)126

I

I

Enterprises ownedor signilic3ntlyinfluenc€d by KeyManagemenl

relatives

KevManegement

Relatives o{ KeyManagementPersonnel

Balrnce outstanding rs st the ye8r

end:

lnvestment in Subsidiary company


Asirvad Microfi nance Limited

Manappuram Insuance Brokers

Limited

Manappumm Comptech and

Consultants Limited

Security Deposit


Manappuram Insurance Brokers

Limited

Corporate Loan outsianding


Particulars subsidirryConpahy

3lMarch2020

3lMarch2019

3lMarch2020

3lMrrch2019

3lMrrch2020

3lMsrch20I9

31

March2020

3lMtrch2019

8.4r0.6d 8,371..10

,.0,,,f | ,.0' 0,

6.246.41 16.246.20

28.92 J5.75 |

59.50 8.00I

1.03 1.03 0.19 0.19

0.19 0.19 I

1.03 1.03I

| 2e0.00 ll290.00

I t'

.t/sdy

Amounh rec€ivable (net) fronrelat€d panlies


Prop€nies Limited


Manappuram Insumnce BrokersLimited

Mamppuram JewelleE Limited

Manappuram Agro Fams Limited

Amounts payable (net) to relatedparties

Mr. V.P.Nandakumar

Mr- Raveendra Babu


Consultants Limited


Propedies Limited

Manappuam Insurance BrokersLimited

a) Relaled panies have been identilied on the ofthe declamtion received by the management and other records available.

b) Loans given to related parties are repayable on These loans carry interest @ l l.15%

c) The loans have been utilized by tIrccapital requirements.

Home Finance Limited for lending Home Loan and meeting th€ working

d) Manappuram Home Finance Limited has used loan for nreetingthe working capital requirements.

e) The remuneration to the key managerialthey are determin€d on an actuarial basis for the

does not include the provisions made for gmtuity and leave benefits, as

6enucARE/C

Ms. Bindu A L

Chief Financial Officer

Manappuaam Finance

Manappuram House,

P.O Valapad - 680 557

Thrissur Djstrict ((erala

lune 08, 2020

Confidential

Dear Madam,

Please refea to your uest for rating of proposed non-convertible deben re( CD) issue

aBgregating to Rs.250 re of your company. The proposed NCDs would have tenu 2 years.

2. The following rati have been assigned by our Rating Committee:

Tel.:+91-22-67543456 . Fa

tmail: [email protected]

Please

period

2020]'.

arrange to

of six months

4. ln case there is any

revalidated.

\complete delinitions ol the

CoRPORAIE OFFICE:4rf Godrej coliseum,somaiyaRoad, Off Eastern Express ', sion (E), Mumbai-

: +97 22 022 6754 3451. www.careratings,

unit No. o-509/c,No.769, Anna Salai,

Tel: +91

e within a

is June 08,

the rating

5th floor,- 600 002.1173175

Non-Convertible Debentu(Proposed)

2s0.00

(Rs. Two Hundred and

Fifty Crore only)

CARE AA; Stable(Double A; Outlook:

St.blelthe rating revalidated, in case the proposed issue is

from the date of our initial communication of rating to

change in the size or terms of the proposed issue, ple

assigned ore avoilobleot www.caterotinos.con ond in othet

CARE Ratings Ltd.

)022.

"zVclN,L671

+91 2449 7812

Assigned

lnstrument

typ€

tstN lssue

Size

(Rs

.r)

Coupon

Rate

Coupon

Payment

Dates

Terms o,Redemption

Redemption

dateName and

contact

details of0ebenture

Truste€

Details oftop 10

investors

5. Please inform us th6 below-mentioned details of issue immediately, but not later than 7 days

from the date of placing the instrument:

5. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue,

including the offer document and the trust deed.

7. The rationale for the ratihg will be communicated to you separately. A write_up (press release) on

the above rating is proposed to be issued to the press shortly, a draft of which is enclosed foryour perusal as Annexure. We request you to peruse the annexed document and offer your

comments if any. We are doing this as a matter of courtesy to our clients and with a view to

ensure that no factual inaccuracies have inadvertently crept in. Kindly revert as early as possible.

ln any case, if we do not hear from you by June 09, 2020, we will proceed on the basis that you

have no any comments to offer.

CARE reserves the right to undertake a surveillance/review ofthe rating from time to time, based

on circumstances warranting such review, subject to at least one such revievsurveillance every

year.

CARE reserves the rlght to revise/reaffjrm/withdraw the rating assi8ned as also revise the

outlook, as a result of periodic revievsurueillance, based on any event or information which in

the opinion of CARE warrants such an action. ln the event of failure on the pan of the entity to

furnish such informatlon, material or clarifications as may be required by CARE so as to enable it

to carry out continuous monitoring of the ratint of the debt instrument, CARE shall carry out the

review on the basis of best available information throughout the life time of such instrument. ln

such cases the credit rating symbolshall be accompanied by "|SSUER NOT COOpERATING". CARE

shall also be entitled to publici2e/disseminate all the afore-mentioned rating actions in any

manner considered appropriate by it, without reference to you.

9.

10. CARE'S ratings do nqt factor in any rating related trigger clauses as per the terhs of the

facility/instrumeht, which may involve acceleration of payments in case of rating dopngrades.

However, if any such clauses are introduced and if triggered, the ratings may see volbtility and

CARE Ratings Ltd.

Unit Spencer Plaza,5th rloo., No.759, Anna Salai, Chennai- 600002.

. _ M,y't*rl-* ,r, 0811 I 13 /76 . ret.l Fa\: +91 44'2a4s 7ar2

\:_jrf

11. Users of this rating

outstanding rating.

12. CARE ratings are not recommendations to buy, sell, or hold any securities.

lf you need any clarifica you are welcome to approach us in this regard. We are indeed, gaateful toyou for entrusting this a ent to CARE.

Thanking you,

Yours faithfully,

R i';"t^}*

kindly refer our website www.careratings.com for latest update on the

a1Ravi Shankar R

ManaBer

Encl.: As above

spencer Plaza, 5th Floor, No. t59! Ann-aJBlai, Chennai - 600 002.

P Sudha

Associate Di

CARE'S ratinss are opinions o

recommendations to sa

CARET ratinSs do not convey

CARE has based itsdoes nol however, guarante

errors or omissions or forf.ciiities/instruments are

f acilities/instruments. CARE orof partnership/propriera.y

partneE/proprietor and the fiwithdrawal of capitalor theand other relevant factors.

us€rs of CARE's rating.

CARE'5 ratings do not factor in

acceleration of payments in

ratings may see volatility and

Disclatm€t

the likelihood of timely payment of the obtitations under the ratedrenew, dasburse or recall the concerned bank facitities or to buy,

ity or price forthe investor. CARE'S ratinSs do not constitrle an

on information obtained from sources betiev€d by it to bethe accuracy, ad€quacy or completeness of any information and is

the results obtained from the use of such lnformation. Mo entities whose bankby CARE have paid a credit rating fee, based on the

subsidiaries/associatesmayalso haveothercommerciattrerns, the ratin8 /outlook assigned by CARE is, ante.atia, based on theancial strength of the firm at present. The rating,/outtook may u

red loans brought in by the partners/proprietor in addition toE is not responsible lor any errors and statesthat it has no financialli

ny rating related tri#er clauses as perthe terms ofthe facit

of rating downgrades. How€ver, if any such ctauses are int triggered, the

ngs Ltd.i\,.r

Unit No.+91-44-2A49 Oa11/ 73/76 . Iel./ Fai: +9144-2849-7a12

Ratings

Annexure

Press Release

Manappuram Finan.e Limited

Facilities

(Rs. cror€)

Ratint'

Debenture (Proposed)

250.00

(Rs. Two tl undr€d .nd ;ifty croreonly)

CARE AAj Stable(Double a; Outlookr Stable)

Detoils oJ i nstru ne nts/Jocil itir

Detalled Ratlonale& (ey Rat

Th€ rating assigned to the pn

in longtrack re.ord and the e

in lndia, experienced promot

liquidity position and adequai

The ratin8 is, however, consl

eeosraphical concentration o

corporate loan portfolio.

Ratim Sensitivities

. lncrease in thescale

. WeakeninE ofasset r

. weakeninC ofcapita

Detalled d€scrlptlon ofthe kr

rcy Rating Strentths

Long to* rccoftl ond estobli

MAF|Lhas an established trac

and has consequently establi

lndia. The (ompanyt consistr

amongst customers. as on Mi

Expeieoced prcmo@E ond n

Tte pmmoters have been in

Padmanabhan in 1949 and

incorporated to expand the 8

as on tt4arrh 31, 2020. The d

which comprises majority of

'conplete definitions ol the n

s in Annexurc-l

nt DdvcB,posed non-convertible debenture issue of Manappuram Finance Limiled (MAFIL)facrors

;tablished market posirion of MAFIL ar one oI the le8dint players inthdSold loan indunry

:rs & management team, tood p.ofitability indic;

e risk manaBement & manar".*, r"..*.".;::,'iflrin"ur" '"1r"tt'at"' t'"4 a

rain€d bv produd concentration on a single asset class, exposure tq price of gold and

f the loan portfolio. The ratins also takes note of limited track re(dfl in thf vehicle &

,f op€rations with improvement in E€ographical& droduct diversificatifn

uality parameters

adequacylevels

y ratln8 drlvers

tM ,no*et Nsmon( record ofoperations for almosttwoand half de$des In the gold loan llnancihg s€tment

;hed a strons brand imate in the market. MAFII- is the second.larsen gold l;an NBtc in

nt effoG in adve(ising and branding strategy have increased it5 branl recall ji8nificantly

rch 31,2020, MAFIL had 3,529 branchesspread acrdss lndia.

:he Eold loan buriness for more than six decades. lhe businen was flunded fy

Mr v. C.

in 1985, Mr v. P. Nandakumar took over the business. Later in 1992, l,tAflt

was

'oup's prerenc€ in told loan businesr by opening branches pan lndla vtith 3,549 branches

,y-to-day operations are looked after by a team of professionars ove{ee" u,f tne eoaro

ndependent directors with extensive experience in the NBrc se.tor. +ar

JaSdsh Capoor,

iis ossigned ore ovoitobte ot W,!gE!4!u:,!9gond in othet CARE pubtiqtions.

,,:'I;\',' i \Y1i : ).1. M t.,'

lformer DeputyGovernor, RBland former Chairman ofHDFc sank)who hadjoined the Board in JulY2010, has been the

Chakman sinre May 2012.

Cood ptollubtltty

Overall portfolio grew by 17* during FY19 (refers to the period April 1 to March 31) aid€d by relatively high growth

maiorlv in Non-Gold SeBments. Gold loan portfolio Srew by t0% durinS tY19, on tonnag€ besis Sold holding (pledSed)

grew by 5.5% fiom 54.0 tonles as on March 31, 2018, to 67.5 tonnes as on March 31, 2019. Vehicle finance ponfolio

and NBfG loan bookgrew bl80% and 70%, respectivery, rY19 on y_o_y basis. During FY20, Gold loan portfolio Srew by

31% and the overall portfolioFrew by 26%.

NtM has seen slisht modera{ion from 15.10% in FY18 to 14.54% in FY19, mainly on the account incr$se on cost of

borrowinps lrom 8.32% rn Ft118 ro 9.03% in FY19. To pass the cost of increased borrowin$ to the custome.s, MAtlt

increase the interest rates dullnc FYrg ana "s

a resrltyield has increased from 23 73% an FY18to 24.10%in FY19

operatinS expenses to averape total assets decreased from 7.56% in FY18 to 7.14% in fY19 mainv with decrease in

security expenses. The comp$ny has rolled out cellular security vaults in about 1500 branches, resulting in decrease in

secu ty expenses, security cCns derlined to Rs.104crore in FY19 from Rs.165 crore in FY18. affeded bydedine in NllV,

ROTA sllAhtlv moderated to 4.93% in FY19 from 5.00% in fYlS Howev€r, profitability continu$ to be healthy as

reflected in ROTA. Durins FYfo, tt e comoanv repon.a PAT of Rs.123o crore on a total income ol Rs.4 352 crore l'{ lM

and RoTA nood at 13.&% aid 5.95%, respectively, during rY20

c,ood Atsea AuoliryDue to sho(er tenure, securdd nature ofthe told loans andtimely alction, MAFlL was ableto maintain assetquality at

comfortable levels. MAFIL reborted GNPA and NNPA of 0.55% and 0.32% as on March 31, 2019 a! against GNPA and

NNpa of0 s4% end O-32% as on March 31.2018. N€t NPAto Net worth stood at 1 11% ason March 31, 2019 as against

1.13% ar on March 31, 2018. GNPA in vehicle finan.e book and NBFC loan book stood at 19% and llllL resp€ctivelv As

on March 31,2020, GNPAanf NNPAstood at0.88% and 0 47%.

The company has been able fo maintain asset quality at satisfactory levels in new segments, however, these portfolios

has rimited track record & slasoning ana performance through different economic cyctes is yet tb be estabtished in

remain comfortable overthe medium term cAR ason March 31,2020, stood at23.40%.

A.tequate lsk ri,onoEementg ndnag.nent ln omotion systens in Ploce

MAFILhaspLrtinplaceadeqUateriskmanaSementsystems.BlanchemploYeeshavebeentrainedtoappraisesold

iewelleryprovidedassecurltyagainstloanbyprospectiveborlowers'Thecompanyhasimplementedsyst€msfor

ensuringthegoldsecurityindreducingthecustodialrisks,includinghishlYsecuredvaultswitrldualcontloland

insurance of 8otd. At the bianches are monitored by surveillanre cameras. The core gold loan application software,

aided by healthy internalaccruals overthe lastfewYears. cAR and

and 23.53% as against 26.96% and 25.57% as on March 31, 2018.

times as against 2.80 times as on March 31, 2018. CrqR is likelv to

which was devetoped in-hduse by MAFtr team, i5 used by the branches and is linked to the financiat software.-^!

rurthermore, all the branchts

all the branches on a day-tq-d

are int€rronnect.d whlch helps the companv to extra.t varlous redons foi monitorint

ay basis. n is wodhwhire .fSR.-5|." bped app-baLed lwJt & mobitel

qg,l

application for re-pledge and [rosure

ofgord roans. The presence ofadequate tnformation Technotogyand Mrs ensures

smoorh functioning ofoperatlpns and hetps the sentor manag€ment in exer.ising effective controlof its operations.

Xev R.tlns Wealnesses

P,oduct concentrot'ton ol Eorl bons no.urrhttoodinE tncftase in shore ol non,,otd hon sesments tn p,,s thr.e wo'Gold loans (onstituted arounf 85% ofthe portfolio as on March 31, 2019 (on standatone basis) as against 91% ofth€potfolio as on March 31, 201P. tu on March 3r, 2020 (on standarone basis), Gotd roans constjtuted sround 89% oftheportfolio as a part of divelsification straregy, during Fy1s, MAF|L has ventur€d into vehicte iinance and othersegments The vehi(le financf po(rorio stood at R'r,us crore as on March 3r,2019 as against ns.E25 crore as on

Ma(h 31, 2018 and as on Mfrch 31, 2020, vehicte finance portfotio nood at Rs.1,344 cror€. The qompany atso buitt

corporate loan portfolio whelein it tends ontv to NBrcs. tn addition to in-house team it atso uses the service of welt-

established rhird party for duf dilirence. MAFTL also performs due diligence on these companies on rerutar basts and

har a team of4 peoplefor the same.

MAFIL has pretence 'n

mic[ofinance and housing finance segments through its subsidiari€s, namety, Asirvad

Microfinance Limred {AMFL; lated'CARE

A+j Stabte,)and Manappuram Home Finance private Limited (MHFLj rated

'CARE AA-; stable ). MHFL is I

wholiy-owned rubsidiary of MAFTL whereas MAF|t hotds 93.33% in AMFL as on March

31, 2019. Du ng FYlg, MAFIL har infused Rs.453 crore in its subsidiarie.. As on March 31, 2OZO, AMtt and MHtL h.s

AUM ofRs.s,s03 croreand Rs.P30 crore, respectively.

G. ooto Dh i c o I co nce a t rc t io nMAFIL har pan lndia presencd with rs 3,529 branches as on March 31, 2020. Over the past few yeErs the totd toans

portfolio as a percentage of 1UM

in south hdia ha5 been de.reasing continuousty. As on March 3t, 202q southern

states consriruted around 58% of the rotal portfoho.

Loudw: acLouolf,

The liquidity profile of MAFII rfm.ined adequate with no cumllative mismatch in any of th€ time bra(kets in ALM as on

lua(h 31, 2020, due to shonlr tenure of loan and relatively longer tenure ofthe borrowinss. As orl March 31,2020,

the company had rash and liqfid investments of about Rs.2,250 crore. As on Aprit 30, 2020 the company atso had un-

availed lines of about 8r.2,012 crore and the company has not availed moratorjum from any ofthe tedders.

ADlytic.l eDDroa.h:

StandaloneconsidennsthesuJporttosubsidiaries

CARE hastaken a limited revief based on keyfinanci.ls for the quarter ended Ma.rh 2020(Prov.)

Manappuram Finance trmitei, {MArltl is a NBrc registered with RBI as non-deposit acc€ptint loan compan,

headquart€red in Valapad, Kefla. MAFIL is promoted by Mr V.P. Nandakumar in 1992 and as on March 31, 2019, the

promoiers' nake in MAFIL stoPd at 35.14%.The other major stake holders of MAFTL are quinag acql]isition {FpD Ltd

{9.94%), BarinS lndia Private Equih (8.79%), Earclays M erchant. si;i'[i7r9Q and the rest is held by F s. tn rhe

,'a-.: {)"\

company offers loan against

2019. Doring rY15, the

2019. Thecompanyhas AUM Rs.19,093 crore as on March 31,2020.

During FY19, the company's income was Rs.3,427 crore as against the total income of Rs.2,953 crore in tY18. The

companY reSistered a PAT of 790 crore in FY19 as aSaanst Rs.590 crore in FY18. Ouring FY20 {Prov.), MAFII reported

a profit ofRs.1,230 crore on totalincome of Rs.4,352 crore.

jewellery/ sold ornaments and it constitutes around 86% of AUM as on March 31,

has ventured into vehicle financing and it constitutes 8% of AUl, as on March 31,

Status of non-cooperation

Any other lntormation

Ratint History f o. last ihree r5: Please referAnnex!re'2

Ann€xure-1r Detaih of ln

Annexure-2: Ratint History

lnterest coverase (times)

Ratint assitned

alontwithRating Outlook

Facilities

Date{s) &Ratinr(s)

2011-201a

Date(s)&Raringls)

assl$ed in2020-2021

oate(s) &Batint(s)

assitned in 2019-

2020

r0'sep'19)

19 Jun-19i

nd-based - tT-Term

rking Capital

Brief Financials (Rs. crore) FYl8la) FY19 {A)

2,953 3,42',i

690 79C

2.31, 2.1i

74,524 77,561

Net NPA (%) 0.33 0.3,

ROTA (%) 5.0( 4.9:

tStNRate Date

250.00

z)cARE A1+

0sJul-19)

l)ca8E A1+

19Jun 19):und-based - LT-Cash

:redit

LT 4280.00 :ARE

;table

I)CARE AA;

28 Apr-20)

I)CARE AAj Stabl€

10-Sep 19)

2)CARE AAj Stabl€

0s'Jul.19)

I)CARE AAj Stabl€

19-.,un-19)

I)CARE

;table

06-Jul- .8)

L)CARE AA;

ttable

It4-Aug-17)

5.

:onvertible Debentures

LT

0s-lul'19)

L)CARE

;table

06-rul- .E)

I)CARE AA;

;table

1+Aur-17)

6.

:onvertible oebentures

LT

i05Jul'19)

r)caRE

;table

06-Jul .8)

I)CARE AA;

itable

r+Aur-17)

7. ST 4000.00 :ARE

\1+

t)CARE A1+

110 sep 19)

l)cARE A1+

105-lul-19)

I)CARE

06-Jul-

q1+

.8)

L)CARE 41+

1l-Sep-17)

8.


LT 100.00 :ARE

;table

I)CARE AA;5tabl€

0sJul-19)

I)CARE

;table

06-Jul .8)

9.

:onvertible 0ebentures

LT 1000.00 :ARE

itable

I)CARE AA, Stable

0sJul-19)

I)CARE

;table

21-Aut 18)

10.


LT 1050_00 :ARE

Stable

I)GARI M; Stabl€

11-Feb-20)

11.

:onvertibl€ Debentures

LT 500.00 :ARE

itable

t)c,aRE AA;

;table

i30-Apr'20)

12.

:onvertible oebentures

LT 100.00 }RE

;table

tlC-ARE AAj

itable

i28-May-20)

13.

:onvertible D€bentures

LT 250.00 :ARE

;table

oE on conpkxity leveb

conplexity. This closstficati

otheB ore welcone to wite

: the rote.l instuneot: CARE hos clossilied insvuments roted

is ovoiloble ot www.corerutings.con. tnvesto6/mo*et intern

co rc @.a rerotinss.co n lor o ny clotificotio ns.

ffi

Contact us

M€dia Contact

Mr Mradul Mishra

Contact no. -+91-22'6837Email lO:

Contact no. ' 044-2850 1000

Email lD:

MrPsudhakar

Relationship Contact

CARE Ratings commenced

As*3sment lnrtitution {ECAtl

ma.ket built arou.d investor

Contact no. :044-2850 1000

Email lO:

in April1993 and over two decades, it has ettablirh.d itselfas one ofaBencies in lndia. CARE i5 with the securities and Erchange Board of lndia (SEBI) and also recoen

the Resetue 6ank of lndia (RSl). CARE Ratings i5 proud of its .ightful

nce. CARE Rati.gs provides the e.tire spedruh of credit ratlng that

raBe capital for thei. variout ents.nd a$Gtsthe invettorstofo.m a. inlormed investment decision

a.d then own risk{eturn ons. Our ratin8and gradingservice offerings leverage ou. domain and

wirh the inrernational best practices,

ffi

Dlr.l.lmerthe litelihood of timelv paymert of the obligationr under the rated in

enew, dhburse or re.all the conce.ned bank tacilitie5 or to buy, sell or

or p.ice for the investor. cARC's ratings do not constitute an audit on the

rmation obtainedf.om sources believed bV itto be accurate and reliable.

or completeness ofany information and is not responliblefor any erro.s

5uch information. Most entities whose ba.k fa.iliti*/insirume.ts are rated

mount and type of bank fa.ilities/instruments. CARE or itr subsid

the entity, h case of partnership/proprietary concerns, the rating/odeployed by the partners/proprietor and the financlal st,e.8th of the

in case ofwithdrawalof capitalor the unsecured loans brought in bytheand other ,elevant fa.tors. CARE h not responsible for a.y et.ors

anv rating related trieSe, clauses .s pe. th€ terms of the

of ratin8 downgrades. However, ifany such clau3es are int.oduced and if

CARE'S ratings are opirions

recommendations to 3andion,

ratings do not convey 3uita

based its rat ings/outlo ols on

Suaraniee the accuracy,

rerultJ obtained from the ute

c.edit rating fee, based on the

oiher comme.cial transactions

inter alia, based or the

ratinroutlook maV u.dergo

addition to the financial

fin.ncial liabllity whattoever toCARET ratingt do not factor in

acceleration of pavments in

5eevolatilirY.nd3harp d

&en,No.

Ms. BinduAL

Chief Financial OfficerManappulam Finance

lv't a nappu ra m House,

P.OValapad - 580 557

1_

3.

ited

Thrissur District (Kerala)

Dear Madam,

Credit ratins of Debt lnstruments

Please refer to our I dated June 8, 2020 on the above subject.

The rationalefor ratinS is attached as an Annexu.e-|.

lune 8,2020

peruse the annexed documents and offer your comments,

this as a matter

ny. We are doing

inaccuracies havecourtesyto our clients and with a view to ensure that no

in. l(indly revert as early as possible. ln any case, if we do

illproceed on the basis thatyou have no comments to offer.inadvertently c

June 9, 2020, we

lI you have anyfurther

Thanking you,

E!!L tu above

CORPORATE OrflCE:4riRoad, Off Eastern Express H

I el -: +97-22- 67 54 3456 .

ions, you are welcometo approach us.

CARE Ratings ltd.

faithtully,

Sudhakar

Director

Chennai-500 002.

0a1r | 73175

r, Godrej Coliseum, Somaiya Hospital Unit No. O_509/C, Sp{

ihway, sion (E), Mumbai-400022. No.769, anna sal

z\t +91-22- 022 67543457 Tel: +91-4

. www,careratings.com lel-lI

CIN Ln , J'.'ll l99lPtC0- l69MEmail: care@carerat ngs. : +91-44 2449 7At2

Ratings

Annexure-l

Rating Rationale

Manappllram Finance Limited

Facilities

(Rs. crore)Rating' RatintActlon

Debentur€ (Proposed)

250.00

(Rs. Two Hundred and Fifty

croreonly)

CARE A4 Stable

{Double Ai outlook stable}

Detoik ol instrunents/fa

Detailed Ration.le &Kefhe roting ossigned to tl

loctors in lons trcck recl

gold loon industry in I

conlodoble capitolisatt

infornotion systens in p

The tutihg is, howeveL (

ond geogrdphEol concet

whicle & coryorote loon

Rating Sensitivitiet

. lncrease in the:

. Weakening ofa

. Weakening of ci

Det.iled Description of I

Long ttdcl( record ond e!

MAFIt has an establisher

seSment and has conse(

gold loan NBFC an lndia.

its brand recall significa

apei.nccd pronote'J t

The promoters have be(

Mrv. c. Padmanabhan ir

lconptete delinitions o

Ratint Drvc6

' proposed non-convettible debehtute ksue of Monappuron Finonce L

d ond the estoblished morket position oJ MAFTL os one ol the leodins

dia, experienced pronoteB & nonogenent teon, good prolitobi

n level & liquidiry position dnd odequote dsk nonogenena &

hstroihed by ptoduct concentotion on a sinqle osset closs exposwe t

fotbn ol the loon ponfolio. rhe ruting oko tokes /,ote oJ linited trce

cale of operations with improvement in geographical& product diversil

iset quality parameters

rpitaladequacv levels

h€ key ratin! drlv€rs

to hl i s h. d m o *2t Po s it o n

track record ofoperationsfor almosttwo and halfdecades in thetold

uendy established a strong brand imaSe an the market. MAIIL is the

Ihe company's consistent €fforts in advertising and branding st at€gy

rtly amongst customers. As on March 31,2020, MAFIL had 3,529 br

Dd managementt om

n in the gold loan busaness for mo.e than six d€cades. The business $

r1949 and in 1986, Mrv. P. Nandakumar too* over the busin€ss. Later

v!.vf9E!9!i!s::9L o nd

loan financinE

second-larSest

URE

in 1992, MAFIL

')-l-;----?L\

,fuyF)\qy

was incorporated to o(pand the group,s presence in gold toan business by opening branches pan tndia wjth3,529 branches as on MBrch 31, 2020. The day-to-day operations are looked after by a ream of professionats

overseen by the goard which comprhes majoritv of independent directors with ext€nsive experienc€ in theNBtC se€tor. MrJagdish Capoor, (former Deputy Governor, RBt and former Chairman of HDfC Bank)who hadjoined the Soard inJuly 1010, has been the Chairman since May2012.

overall portfolio grew by 17% durinS Fy19 kefers to the period Aprit 1to March 31) aided by retarivety high

growth majorly in Non,Gold Segments_ Gotd toan portfotio grew by 10% during Fyt9, on tonnate basis gotd

holdins {pledged)srew hy s.5% from 54.Otonnes as on March 31,2018, to 67.5 tonnes as on March 31,2019.

Vehicle finance portfolio and NBFCS loan bookgrew by 80% and 70%, respectivety, Fy19 on y_o.y basis. During

FY20, Gold loan portfoliogrew by 31% and the overaI ponfotio grew by 26%.

NIM has seen slight moderation from 15_10% in ry18 to 14.54% in Fy19, mainty on the account increase on

cost of borrowings from 8.32% in FY18 to 9.03% in Fy19. To pass the cost of increased borowings to the

customeE, MAEIL increaEe the interest rates during Fy19 and as a r€sutt yietd has increased from 23.73% in

FY18 to 24.10% in FY19.

Operating erpenses to total assets decreased ftom 1.56% in FY\A b 7.74% in Fy19 mainty with

decrease in security exp nses. The company has rolled out .ellular security vautts in about 15OO branrhes,

rity expenses, security costs declined to Rs.1O4 crore in Fy19 from Rs.16S cro.e in

in NlM, ROTA sliShtly moderated to 4.93% in Fy19 from S.0O% in Fy18. However,

be healthy as reflected in ROTA. Ouring fy2o, the company reported pAT of Rs.1230

Rs.4,352 crore. NIM and ROTA stood at 13.64% and 5.960/6, respectivety, durinS

resulting in decrease in

FY18. Affected by decli

profitability continues to

crore on a total income

FY2O.

Due to shorter tenure,

quality at comfonable

ured nature ofthe gold loans and timely auction, MAFTL was abte to maintain asser

against GNPA and NNPA

ls. MAFII repo(ed GNPA and NNPA ofo.55% and 0.32% as on trarch 31, 2019 as

0.54% and 0.32% as on March 31, 2018. Net NpA to Net worth srood at 1.11% as

e to maintain asset quality at satjsfactory levels in new segments, however, these

record &seasoningand performance through different economiccycles isyet to b€

on March 31,2019 as

stood at 1.9% and NIL

nst 1.13% as on March 31, 2018. GNPA in vehicle finance book and NBtC loan book

ly. As on March 31, 2020, GNPA and NNPA stood at 0.8a%and 0.47%.

The company has been

portfolios has limited tra

€stablished in respective

The capitalization level

CAR and Tier I CAR as

31, 2018. CAR is likely

23.40%.

uesto be comfortable aided by healrhy internalaccruak overthe tast fewyears.

March 31, 2019, stood at 23-91% and 23.53% as against 26.96% and 26.57% as on

March 31, 2018. Overall as on March 31, 2019 stood at 2.99 times as against 2.80 times as on March

rem.in comfortable over the m€dium term. CAR as on March 31, 2020, stood at

MAIIL has put in place a

Sold jewellery provided

sYstems for ensuring th

dualcontrolandinsuran

application software, wh

the financial software.

various reports for mon

developed app'based

adequate lnformation T

Gold loans constituted a

management in exerrisi

P rodu.t co n ce nt rat l'5 n

of the portfolio as on

around 89% of the po

finance and other segm

against Rs-525 crore as

Rs.1,344 €ror€. ThE

in-house team it aho

due diligence on these

from any ofthe lenders.

MAIIL has presence in

Microfinance Limited

rated 'caRE AA-, stable').

as on March 31, 2019.

MAFIL has pan lndia p

loans portfolio as e perc

The liquidity profile of

ALM as on Mar.h 31,202

March 31, 2020, the

the company also had

2020, southern states con

standalone considering

CARE hastaken a limited ew based on key ljnancials for the rch 2020 (Prov.l

& nanageneot inJornotion sy{te,l,s in ptoce

equate risk management systems. Branch emptoyees have been Vained to appraise

s security against loan by prospective borrowers. The company has imptemented

gold secu ty and reducing the custodiat risks, inctuding highty secured vaults with

ofgold. Allthe branches are monitored by survei ance cameras. The coregold toan

was developed in-house by MAFTL team, is used by the branches and is tinked to

all the branches are inter-connected whirh helps the company to extract

all the branches on a day today basis. tt is worthwhile to note rhat MAflt has

& mobil€) application for re-pledge and ctosure of gotd toans. The presence ofand MIS ensures smooth functioning of operations and hetps the senior

effective control of its operations.

gold loans notwithstandinE i\ueose in thdrc ol nonjotd bon seErn nts in p$t

und 85% ofthe portfolio as on March 31, 2019 {On standatone basis) as against 91%

31,2018. As on March 31,2020 (On srandatone basis), Gotd toans constituted

. As a part of diversification strategy, during FY15, MAf tL hasventured into vehicte

The vehicle finance pordolio stood at Rs.1,11S crore as on March 31,2019 as

March 31,2018 and as on March 31,2020, vehicl€ finance potfotio stood at

ny also built €orporate loan portfolio wherein it tends onty to NBFC5. tn addition to

the service of well-established third parry for due datigence. MAftt atso performs

FL, rated /CAR€ A+; Stable') and Maiappuram Home Finance privat€ Limited lMHFL;

MHFL is a wholly-owned subsidiary of MAFIL whereas MArtL holds 93.33% in Atv,tFL

ring rY19, MAFII has infused Rs.463 crore in its subsidiaries. As on March 31, 2020,

nies on reSular basis and has a team of4 people for the same.

rofinance and housing finance segments rhrough irs subsidiaries, namet, Asiruad

of Rs.5,503 croreand Rs.630 crore, respectively.

around 58% ofthe total portfolio.

L remained adequate with no cumulative mismatch in any ofthetime brackets in

due to shortertenure ofloan and relatively longer tenure ofthe borrowings. As on

ny had cash and liquid investments of about 8s.2,250 crore. As on April 30, 2O2O

iled lines of about Rs.2,012 cror€ and the company has not availed moratorium

supportto subsidiaries

F(d}vY'l

Applicable Criteria

Limited, (MAFIL) is a NBFC r€ristered wirh RBt as non-deposit

Kerala. MAFII is promoted by Mr V.p. Nandakumar in 19922019, rhe

Acquisition lFpi) Ltd

stake in MAFTL stood at 35.14%.The other major stake hotders of94%), Earing tndia private Equity (8.79%), Barclays Merchant Bank (3

L are Quinag

is held by Flts. ln lhe company offers loan asainst used jewe ery/ gotd ornaments and itarch 31, 2019. Ourint Fy15, the company ha5 ventured into veh

ason i,larch 31,2019. The company has AUM ofR5.19,093 crore asDurjng FY19, the s total income was Rs.3,427 crore as againn the total income of Rs.2.953 crore in

a PAT of Rs.79O crore in Fy19 as aSainst Rs.69O (rore in 8. During FY20(Prov.), MAFIt a profit of Rs.1,230 crore on a totatincome ofRs.4,35Z crore.

fina.cin8 and it

March 31,2020.

,L

TotalProvision /W te

Overall Gearins (times)

lnterest Earning

*d).4:.:*-/ 4 /'ltvt:) /

As on Mar.h 31

----J.

-ro1? 2018 zora I 2or96AAP

llr-.AtGAAP I INDIS

lrr- .r Lrr- rrINDAS

llr., a)2,981 2.899 2,aa9 3,1703,008 2,950 2,953 3,4271,003 791 | 807 7,0371,97€ 2,10e 2,Oa2 2,s33

83s 1,045 | 7,042 7,14558 67 61 68

56 48 I 48 26PBT 1,115 I,O6i 1,055

389 356 | 356

726 700 690 7903,252 3,745 3,743 4,309

TotalD€bt 9,153 10,241TotalOn Book Portfotio {Neti 11,551 12,923 12,841 15,005

11,551 12,953 | 12,953

13,085 14,607 74,574 t7,563l(ey Ratios (%)

2.91 2.71 2.8(lnterest coverase (timei) 2.77 3.16 2_31 2.7iTierrcAn%

---T-rrx26.57 | 26.t1 23_53

TotalCAS % 25.12 26 96 26.96 23.91Profitability Ratios l%)

27.28 23.s0 I 23.7i 24.10rnterest expense / aver4se Borrowed funds,lbL:lak\ 11.16 8.15 8.32 9.03

lnterestSpread (A)-16.11 15.35 75.47 15,07

.o5rrolncome------m"mffi",HEHilmH

15.85 15.22 15.10 14.5441.65 48.39 44.51 47.966.70 7.55 7 _s6 7.1,45.82 5_06 5.00 4.93

2.02 0_54 0.54 0.551.71 0.33 0.33 0.326.06 2.O1 1,13 1.11

Status of nonrooper4iton x,ith previous CRA: NotAppticabte

Anyotherinfo.matioi: NotAppticabte

Rating titstory for tast ithr.e y.ars: ptease refer Annexure_2

Annexure-l: Derrils oitnstroments/rac iti€s

Ratintassi8ned

alontwithRatintOuttook

Annexure-2r Ratint History of tast three y€ars

FacilitiesDate(s)&

Ratinr(s)

,ssigned in

2020-2021

oat€(s) &Rrtihr(s)

,ssign€d in 2019-

2020

D.te(s) &Ratins(s)

2018-2019

DateG)&

Ratin*)assitned ln

2017-201a

based - LT-Te)CAR[ AAj Stat10 sep,19)

ICARE M, Stab

19Jun-19)und-based - ST-

rking Capital)CAREAl+

10-sep,19)

)CARE A1+

)cARE A1+

191un,l9)

)cARE A1+

Jrl-18)

'based - LT-Cash

l"

28-Apr-20) 2)CARE AAj stable

os-Jul-19)

])CARE AA; Stabk19-run-19)

5Jul-18) r4-Aug-17)

5.

:onvertible Deben

LT

los-Jul-19)

CARI AAj

able

5-lul-18)

I)CARI AA;

;table

14-Aug-17)

6. LT

losJul-19)

CAREAAj

6Jul'18)

I)CARE AA;

;table

14-Aus'17)

7. ST 4000.00 :ARE t)C-AREAl+

lro-sep'19)l)caREAr.+

losJul19)

CARE 41+

rGJul-18)

t)CARE A1+

11-sep-171

8. LT 100.00 :ARC

;table

L)CARE AAj Stable

0s-Jul-19)

16-lul-18)

9. LT 1000.00 :ARE

;table

l.)C-ARE AA; Stable

05-Jul-19) :able

l1-Aur-18)

10. LT 1050.00 :AflE

;table

t)CARE A^; Stabl€

11'Feb-20)

11.

:onvertible Deben

LT 500.00 :ARE

itable

l)caRE AA;

;table

3o-apr-20)

LT 100.00 :ARE

itable

tICAREAAj

;table

128 May-20)

13. LT 250.00 ]ARE

;table

tlote on conplexiry lel

co nplexity. Th is closs ilot othets ore welcome

Mr Mradul Mishra

Contact no. - +91-

Email lD:IlGdtrL!

Mr P Sudhakar

contact no. - 044-;

Email lD: p.sudhak

t ol the ruted inttrun2nt: aRE hos .tassthdtion is ovoiloble ot $/r/$t.corerutings.com. ln\l|

wfte to [email protected] ony clorilit

Contact us

4424

1000

fi,#S'N/

1000

Emai lD:

Relationihip Conti.tN,!r V Pradeep Kumar

operatlons ln april 1993 and over two decades, lt has established lts€lllndia. CARE ir regislered with the Secu.ities and Exchange Boa.d of

c re dat Assessme nt lnstitution {EcAl)by the Resede sank ol lndia (RBl).

its rightful place in the I capital ma.tet built around invenor confidence. CARE Ratings p.ovides

the corpo.ater to.aise capitalfo. theirvarious requiremenls and atsisis thebased on the credt risk and their own risk{eturn expe.tations. our

oor domain and analyti€l expertise backed bv the methodologies

.f*\'.-*-R

Ol*l.lmeron the likelihood of timely payment olthe obliSations onder the rated

ction, renew, disburse or recallthe con.erned bank facilities orto bu, ellsoitability or p.ice for the investor. CAnE's ratin$ do not conttitote a

ratings/outlook on information obtainedtrom sour@sbelieved by it to beaguaranteethe accuracy, adequacy or completeness of any info.mation and

or for the results obtained from the uie of tuch information- Most

rated bv cAiE have paid a credit ratiry fee, based on the amoont

or its subsidiarier/asociates may also have other.ohdercialetary concerns, the ratinS/outlookrssigned bv CARE is, i.teralia, based on

.nd the inancial strenSth of rhe nrm .t present- The rating,/outlook

or the onsecu.ed loans b.ought in by the partneB/proprietor in

factors. CARE is not.esponsible lor.ny e(ors and 3tates that it has

in any .ating related tri8ger claoses as pe. the termr of the faci

i. cate ol r.ting dosngrader However, if any su.h claose3

see volatility and sharp downgiades.

CARE doer not, howevet

p€rformance and other

whatsoderto lhe !sers

i.volve acceler.tion of

triSgered, the.aiihgs m

o

(U

ANNEXURE IV

LETTER FROM THE TRUSTEE

CATALYST

aJ./wiltzorztfirlIfie

l@05. ?020

raD.tt rrDrh.lr.r atrn aLel!{m HMq P, -v.brd

Krd&c gal l(!Mr tl.lnn

a'rqar.xt-tnnt r&.D.bairg5rrt d.a

LhlEd (fM.ny lnlM a oDALiit d. S.t!F4 R!d..rr5L, D!.t nbq 4tEsrdlt uoL i zao c.oEs to b.isu.d !r r@i a.mrory. L drs Er.:lubl.t .ct-T.Ei..orrh.!.e.i.ldlnlG s autu.lly .3red atuie 6d 6. Cmp.rr.

rh. C.s,..y :nd th. TiBr4 d.llrl@ioir f.r d. .loRld ls.,rorltioN oftt. StEI [D.b.n&ES..unti6) R.!ulad6, 200&&ruhdor 2015 a fuy t im dD. rd d!D, sEBr cimr.r rdClt/aPD/ctl0/6/20tt a.:..1 20rg .!d t! UrtiDa ,l&..i.nt FG@r rhdlro r.!e .lmt d win 8.n!., tu r FIESE)/ .d6d st!d. &d!.ir{nss),'. aa

27,20!3, dE try!?rd6 L! ?ot!.!d.r, dt .a a .Mi.d nun dmt !o dm.

Cl..al* Xd RIB/ra12'13l56Odiaue iar er 4rlatlon. ,nd

rn! CdrD.nt sh.il atli ilao *Xn 184.. .{ rsi.inn by i.arLdn !3 oa SEgr{o.b.nraE T.6te) 8!a'r.aont .. rilrg L cGa. €. $orLy ytrhh dlc

ln .(.rd.tra lnti t}? CdlDalE A.t 2013 or ar.i .!!llqu. a.l 6p,y vi$ $.

irL lr wrth rcf.EDc to ar!.

,,1r.4 t @ed i.d.lehtc Non{ont n$!.251, C,r'aro !. t $€d ayrqrCoDru/

in E D<t of rpp.iro. o{ C:ubsr TtuealllhNp LrrI) to r<r r. &r uE TGEr ktr ti. R.t!n.

Lo rd.r.nl tNrE Elendr! ed ortn nlBErod rL. +B I 'jd.rEr.! to @pr, d$ r[l4!!|tolld 1991 sEBr (r.s. ad u;!! ot D.l,(Itt oblls.&E and or.ddE [email protected])

isr,u hM ltr &t d.airur.o,Fr dE lrdlra a pEoib.d by!@iij6 of .Drlleik tai:lV. r .l$ .!rt.lu. to. lndsra.&.!anvdrdd@ .!od nmi/ lEitsnt EBtrs<sl .r e, .dE .urMV

raaiaFl r..ahunlr.a

a rtun€ h rh. c6puy. 066.*nd lrlm.ir t! b. nbd lrni d.

$.^srt 6..!c!..GF6a..A{ tt@lbEl

i.; j r

€J[

ffi

/-r-lait^:

SUMMARY OF TERM OF ISSUANCE O

ANNEXURE Y

SECIJRED NON- CONVtrRTIBLE, REDEEMABLE D

ri'

Securi, Name MAF]L PV a NcD-03/2021Issuer Manappura n Finance Limited

T)'pe of InstrumentRated, lis&Rupees wilLakhs)

l, secured, non-converlible debenture denominated inr nominal value ofRs. 10,00,000 (tndian Rupees Ten

Trustee Catalyst Tn steeship Ltd

PromotersV P NandaltO BSE LiM

umar and SushamaNandakumar as defined tuid disclosedted,NSE Exchange under the Promoter croup Disclosure

Depository CDSL and l ISDLSeniority SeniorMode oflssue Private plac

Eligible Investorc

. Scl

.NB

. Ind

.Mu

. Rul

. lnsr

Rel

. Fininsl

. HorHor

. Ottreg

eduled commercial banks in Indiq

rcs and Residuary Non-Banking Companies registeredr RBI;

an companies;

ual Funds;

rl regional bank in India;

rance companies registered wilh Insuanceulatory and Development Authority;

mcial institutions, including all India financialtutions;

sing finance companies registered with the Nationalsing Board;

)r eligible investors as per the concemed guidelines andlations

Listing

Proposed or

DebenturesLimited wilDeemed Da

ln case of (

Deemed Darate of 1.00from the exthe listing o

lhe WDM segment of BSE Limited

are proposed to be listed on the WDM of thehin a maximum period of 15 calendar days frome ofAllotment

BSEthe

elay in listing of Debentures beyond 20 days ftom lhee of Allotment, the Issuer shall pay penal interest at the/o p.a. (over a.nd above the Coupon at the Coupon Rate))iry of 30 days from the Deemed Date of Allotment till'the Debentures

J/' DGI!S-'\in execution ofdebefiur! trust deed A trust de( d shall b€ executed by the Issuer in favour of the

(',,u/t -

EBtrNTURES

;1\nr

Debenture '

of a delay i

pay penalexecution o

'rustee within 3 months oflhe closure ofthe issue_ ln casel execution ofthe Debenture Trust Deed, the lssuer willnterest of at leasl 2o/o p.a. over the Coupon till the'the Debenture Trust Deed

Rating .CARE AA / Stable" by CARElssue size Rs 250 crOption to retainoversubscriDtion (Amount) NA

Objects ofthe Issue/ Details ofthe utilization ofth€ Proceeds

The tunds tary specifiDebentures

therep

RB

The Issue pfinance is nmarket! reilssuer underfor any purguidelineY r

any stock e),

Pending fullto invest thfunds and d{

rised tfuough the issue of Debentures are not meant for, project as such and therefore the proceeds of therhall be utilized for :

general corporate purposes of the lssuer includingr),ment ofexisting debq And

nance the growth of portfolio of the Issuer including forending purposes to its underlying borrowers in line withGuidelines and as permitted by RBI for bank finance.

oceeds will not be used for any pumose for which bank)t permitted by RBI including investments in capitalI estate and onlending activities. Additionally, thetak€s that proceeds ofthe present lssue shall not be used)ose which may be in contravention of the rcgulalionyLorms issued by the RBl, SEBI, registrar of company, orshange.

utilization of issue proceeds, the Issuer shall be entitled: issue proceeds in money market instnunents, mufualposits with banks.

Coupon Rate 8.7 50/o

Step Up/Step Down CouponRate

a) IfcCA0.21

paytheCAratircsl

b) Ifcbybylnvprclredr

therfror

'edit rating of the Debentures is downgaded to AA- bylE, the Coupon Rate on Debenture shall be increased by%. It is clarified that additional step up coupon would b€$le only till the time any one ofthe outstanding mting oflssuer ftom CARE remains below current rating (i.e.,lE AA/CRISIL AA) and shall not be charged ifthe creditrgs are restored to original level or higher level byective rating agencies.

'edit rating of lhe Debentures is downgraded below AA-IARE, the coupon rate on debentures shall b€ increased1.25% for each notch downgrade. It is option of thestors either to continue or the issuer shall be obliged to

'ay the outstanding principal on deb€ntures (i.e.mption at par) along with accrued int€rest, due in respect3of on such debemures, within 30 days of such requestr the debenture holder.

Coupon palment frequency Annual and

Coupon Pavment Date 12 !l,,'].e,202 and 12 Dec,2021Coupon Types Fixed

.-*-ffiE;;;""",NotApplica )le

t 7

.\

and floor etc.)Day Count Actual / Ac ualInterest on Application Money Not ADDlicr ble

Default Interest

Without pr(including tl

In(Dalpalda)

in(red,

20/"pay

,judice to lhe olher rights of the Debenture TrusteeLe right to call an Event ofDefault):

ase Security is not created within 90 days from Deemedr ofAllotrnent, Issuer will pay default interest of2yo p.a.tle monthly over the Coupon Rate from the expiry of 90i from lhe deemed date of allotment till the aforesaidlitions are complied with in lhe form and manner)ptable to the Debenture Holders/Deb€nture Trustee; andase of default of payment of interest and / o. principalmplion on the due date additional interest at the rate ofp.a. payable monthly over the Coupon Rate will betble by the Company.

Tenor 18 months

Redemption Amount TBD

Redemption prcmium /Discount

Not Applica )le

Issue Price At Par Rs. I ),00,000/- per debenture

Discount at which securiq, isissued

Not Applica ,e

lssue ODeninq Date I l -June-2o,Issue Closing Date I l-June-2oiPay in Date 12-ltne-2oiDeemed Date Of Allotment 12Jne-20iMaturity Dale / RedemptionDate

12-De.-202

Call option / Put Option Not ADDlicalssue Price Rs. 10.00.0( )/- per DebentureFace Value Rs. 10.00,0( )/-Minimum Applicable and inmultiple of Debenturesthereafter

I and in mul iples of 1 Debentures thereafter

No. ofUnits 2500Manner ofAllotment Uniform yie d allotmentManner for payment by thelnvestoru

Investors toaccount

ransfer the subscription amount to the designated ICCL

Issuance mode oftheinstrument

De-Material zed Only

Tradins mode of instrument De-Material zed OnlyRedemption mode ofinstrument/settlementmode/mode o settlement

ICCL

Principal redemption frequency BulletTimetable for principalDayment

On maturity

Business Dar Convention As Der SEBI Guidelines

Efect ofHolidays

If a Couponwhich is ncfollowing Bany where tlor a holiday

Payment Date falls on a holiday or a Sunday or a daya Business Day, the payment shall be made on the

siness Day. In respect of any payment of principal, ife Redemption Date ofthe Debentures falls on a Sundayor a dav which is not a Business Dav. the RedemDtion

IALAPADI H I

>191-

!..

ot\

Amount pBusiness D

yment shall be made on ttre imrmaiafety previousv.

Record Date l5 davs Dri( r to each Coupon Payment Date/ Redernption Date

Security

Thetimes ofthe

Descriptioxprincipal atintercst du(applicable s

by a firsl ftthe Compi

present arcDebenture 1

Debentureexclusivelythat a secudthe Debentumaturib, dat

The date olallotment.

Any revrlrdebertur€ [

nvertible debentures would be secured with margin 1

receivables of the Company

.trd typ€ of security, the t)?e of charge : Thenount of the Debentures to be issued in together with all

on the Debentures subject to any obligations undertatulory and,/or regulatory requircments shall be securednking pariparsu charge by way of a mortgage overLny's specific immovable property and a fiIst rankingrarge on all current assets, book debts, receivables (both

future) of the Compaiy, created in favour of therustee, as specifically set out in and fully described in the[rust Deed, except thos€ receivables specifically and)harged in favour of certain existing charge holders, suchly cover of I 0070 of the outstanding principal amounts ofrcs and interest thereon is maintained at all time until the

creation of security: within 90 days of deemed date of

Etiotr or revrlu.tion of secu ty interest lo th€older over end above the coupon rate: Not applicable.

Manner ofBiddins Open BookRoles and Responsibilities ofDebenture Trustee

As per Deb€ 'lture Truslee Deed

Mode of Allocation/ AllocationOption Uniform Yir td

Quarter EndThese bein{March 3l 01

the dates June 30, Septemb€r 30, Oecernber 3l andthe year

CovenantsCapital Adrfall less thar

quaay will be tested on Quarterly Basis and should notStatutory level

Material Representations &Waranties

The Compalthis nature, i

. Cor' Leg. Cor. non

nat!' No,. No'' Noi.No

ope,

' Nol. Con

' Funr

y shall make representations customary fot issuance ofrcluding but not limited to:,orate existence, power and authority;

validity and binding nature ofthe transaction;,orate authorizations and consents;contravention of constitutional documents and bindingre ofthe same;,utstanding default or material litigation;'iolation of law or material agreements;Ecureoce ofa material adverse effect;litigation that may have a material adverse effect onation ofbusiness;nsolvency ;

plekness and accumcy offinancial slatements;I proceeds under this transaction shall only be applied inrdance with 0le end use as slaled in this term sheet:

Material Adverse Effectcaused, as

change in (aTransaction

)irclunstance, occulrence or condition which hasof any date of determination, or could reasonably beause any material adverce effect on or a material adversethe ability ofthe Issuer, to perform its obligations underDocuments; or (b) legality or the validity or

E

/""Yo luAr,

enforceabiliof Debentur

Reference

"reasonabledecided by I

y ofthe Tmnsaction Documents or the rights or remediesi Holde(s) /beneficial owner(s) thereunder.

o the words "material" or "reasonable,, shall mean' or "material" in the opinion ofthe Debenture Trustee asmajority (51%) ofthe debenture holders by value.

Event of Default

Customarynot limited

ln addition thave the riglamounts du€

.Nothe

. Fai

.Cr(issruncuncdef

. BreDo(

. Ret

. Mis

. Unl

. MalMis

. Nat

. Ces

. Mal

o transactions of this nature to be providea inctrrdirg tut) the following:

-payment of any tunount due and payable in respect of)ebenturcs and the Transaction Documents;ur€ to maintain security cover;$ default - Other than default ofthe present issue, ifthe)r or any other entity within the Group, is in default)r the terms and conditions of any issuarceyobligations)r other facilities alld receives such notice of event ofult from such lender/investor, then that shall also,titute an event of default under the present issue as wellrch of any covenants under ary of the Transactionuments;diation of any Transaction Document;€presentation;rwfulness;

)rial Adverse Effect including any material fraud.ppropriation, Misstatement, Embezzlement;onalization, Moratorium, Expropriation;ation ofBusiness;)rial Litigation;irl Defaultel ard

, the other rights upon an Event ofDefault, Investor shallt to accelemte the Debentures and make the outstandingand payable immediately by the Issuer.

Transaction Documents

The DisclosSEBI, as alshall be exe(

(i) Det(ii) Secr

re Document shall cover the disclosure requircments ofplicable. Further lhe following tra$action documents,ted:nture Trust Deed; anddty Documents.

Condition Precedent

u

Issu

ofd

dire,Fina

Resr

spe(

. CensharCon

. Reci

CAI

rtified true copy of the certificate of incorpomtion of ther tog€ther with its constitutional documents.rtified true copy of a resolution of the board ol directors3Issuer under Section 179 ofthe Companies Act.,rtified true copy of a resolution of the board oftors of the Issuer authorizing the constitution of thercial Resources and Management Committee.]rtified true copy of a resolution of the Financialwces and Management Committee authorizing thefic terms of the issue of the Debenturcs in'dance with ihe boad resolution referred above.fied true copies of lhe special resolutions of theholders of lhe Issuer under Section 180 of thepanies Act.ipt of a credit mling letter for the Debentures fromE.

"J;;6?

,

/.{h_ls[ "a,/s\W

.Coby

.Co

. Rer

the. Su(

Del

Bentfetter to act as Registrar andi Eiigent issued=iKDC Consultants Limited.Lsent letter ftom Debenture Trustee.eipl ofthe ISIN from the Depository for lhe issuance ofDebentures.

h other conditions precedent as may be set out in theentue Trust Deed.

ified nue copy of all corporaE actions approving andling $e Debenlures.cution of the debenture trust deed and the securirvrments and Iiling of duly completed Form No. CHG-6

the regi\lrrr o[ companie5 by the lssuer, Dursuant toion 77 ofthe Companies Acl.Lg ofa retum ofallotment on the issue ofthe Debentures)rm PAS-l specified pursuant the Companies Act. b) lhe:1. "ilh the registrar of companies. within lS {fifleen)from lhe Deemed Date ofAllotmentnecessary authoriationsho-objection leners from theing securily holders for lhe issuance of the Debenrurescreation of security over the mortgaged assets and thethecated assels.other conditions subsequent as may be set out in the

)nture Trust Deed.

Conditions Subsequent

. Cerallo

. ExedocwitlSecl

r FilirinFIssuday!

. AIIexisrandhyp(

. SuclDetr

:-,:lL

Goveming Law & Jurisdiction

Subj

Munarisir

(incl

term

(collr

in cc

courl

subrn

The (

and c

Parti€inevc

layinlhiburProce

and (ibrouC

concl

in the

to th,

judgrevider

by lav

prop(

those

rct to sub-clauses below, the courts and hibunals ofbai have exclusive jurisdiction to settle any disputeg out of oI in comection wilh the Debenturesding a dispute regarding the existence, validity ornation of the Debentures) (a ,,Dirpute,')

and,dingly, any legal action, suit or proceedingsctively referred to as ..proce€dings,,)

arising out of oronection with a Dispute may be brought in thosei and tribunals ard the parties shall irrevocablyt to and acoept for themselves and in respect of theirrty, generally and unconditionally, the jurisdiction ofcourts and tribunals.

ourts and rribunals ofMumbai are the most appropriate)nvenient courts lo seflle Dispules and accordingly rhej will nol argue to lhe contra+. The panies shall: (i)cably waive: ta) any objeclion now or in furure, ro the I

of rhe venue of any Proceedings in the courts and I

als in Mumbai. and {b) any ctaim rhat any such I

:dings have been brought in an inconvenient foruml I

) irrevocably agree that ajudgmenr in any proceedings I

rt in lhe cofis and rribunats in Mumbai shall be I

rsive and binding upon them and may be enforced I

couns and nibunals of any other jurisdiclion {subjecr I

laws of such jurisdiction) by a suir upon such Ienl a certified copy of which shall be conclusive I

ce of such judgment or in an) other manner provided l

-:pq^Ji

--1+r,/'aL\-/!

ANNEXURE VI

LIST OF

LIST OF BANKS

PART A

WITH SPECIFIC CHARCE

PART B

PARIPASSU CHARCE ON RECEIVABLf,S

ANNEXURE-III

LIST OF BANKS WITH PARIPASSU ON CURRENT ASSf,TS INCLUDINC RECEIVABLES

P

s/

KOTAK MAHINDRA BANK

OzuENTAL BANK OFCOMMERCE

slBank \rme

IDBI BANK

Marlinlcovefage DP Required

4,500

4,000

l0 ICICI BANK t50t ?,500 7,500 8,824

1l PTJNJAB NATIONAL BANK 25% 10,000 r0,000 13,333

12 FEDERAL BANK 200/o 2,500 2,500 3,125

13 STATE BANK OF INDIA 25% 18,0r0 14,250 19,001

I4 KARNATAK{ BANK t0%

l5BANK OF BARODA (VIJAYABANK) 20% 2,000 2,000 2,500

l6 RBL Bank 150/. 1.976 t,9'75 2,324

t7 CANARA BANK t5v. 1,000 t,000 1,t76

l8 WOORI BANK 100/r 500 458 504

l9 QATAR NATIONAL BANK 20yo 230 230 2',76

20 BAJAJ FINANCE LTD t0% 2,250 r,500 1,950

2l INDIAN BANK t5% 2,000 2,000

22 CORPORATION BANK 20% 5,000 5,000 6,2s0

23 DHANLAXMI BANK t1d/o 340 340 378

24 INDUSIND BANK 150/o 4,000 4,000 4,600

2S KARUR VYSYA BANK 10% 1,000 r,000 1,100

26INTERNATIONAL FINANCECORPORATION 25% 2,400 2.400 3,000

27SBI LIFE INSURANCECOMPANY LIMITED \0% 1,000 1,000 1,100

28 UCO BANK t0% 1,000 831 917

29 YES BANK 15% 2,000 300 345

30 ALLAHABAD BANK 1to/. 2,000 2,000 2,214

ll UNITED BANK t0% 500 500 550

32 CENTML BANK OF IND]A 200/0 2,500 I,875 2,250

TOTAL t,09,976 1,0 t,3 | 3 1,26,568

I

I

I

\

Security Cover

PART I)

ITY STATI]S

t rs at Mrrch 31,2020

ffi-( -E

c'.>$\"1

sNo,

Particulat3 Rs. inmilliotr

Rs. inmillion

Rcf Issue SizeSecurity Cover

I

2

l'i

'l

Gold t,oan balance

Gross Gold loan balance

Less: Provision made towards C

balance

Interest accrued balance relating to al

Gross Interest accrued balance

Less: Provision made towards Iraccrued balance

VEF Loans (Rural and Semi Urbar )rOnlending to MFI'S for Refinance of(Std.Assets)

f,ess:

Gold loan balance and Intercst accrue

exclusively charged for dues to bank

[Annexue l]

Balsnce avaihble as paripassu char

Non Convertibl€ Debentures (NCDDollar Bond issued by the Compatr,

Less: NCD Public Issue 100% covera

Less: NCD Public Issue l00o% covera

Less: NCD Public Issue 10002 covera

Less: Mahindra MF

Less: ICICI Prudential

loan

r gold

balance

ie forand US

1,69,681.

7E

(635.99) 1,69,045.78

4,855.52

6,679.00

(6,679.00)

tAl

tBl

tcl

tDl

tEl =lAl+tBl+[cl-tDl

150.52

2,342.23

1,279.04

150.00

1.00

1.00

1.00

1.00

1.00

5,565.65

(710.13)

(1s0.52)

(2,342.23)

(t,279.04)

(150.00)

,

r,73,901.31

MatraDDuram Finance Limited

10

Less: ICICI Prudential AMC

Less: IDFC Bank Ltd

Less: SBI Mutual Fund

Less: Kotak Malindra

Lessi NCD - Aditya Birla MF

Less: NCD - Aditya Birla Finance

Less:NCD - Morgan Stanley

tass:NCD - Relience

Less:NCD - SBI

Less:NCD -IIDFC

Less: NCD - A K Capital with t l0%

US Dollar Bond - lst Tranche ($

Balance avsilable as paripassuBanks & FIs

Less: Banks with Paripassu charge

Receivables lAnnexule 2]

Add: Other Asrets

Cash and Bank balances

Olher Assets

Loans & Advances except as

in [c]

Less: Liabilities of other paripassuI,51,616.28

coverage

(2,000.00)

(2,000.00)

(1,666.67)

(2,s00.00)

(2,000.00)

(3,500.00)

(r,000.00)

(2,250.00)

(2,000.00)

(2,000.00)

(6,250.00)

(33.00)

ioned

20,627.44

1,178.38

15,193.61

(3t,121.46)

(21,28E.00)

tFl

tGl

tHl -tEt-tFl-tGl

trlul=tHl -

trl

tKltl-l =tJl+[Kl

T

121491.U

(6,875.00)

I,14,616.84

36,999.43

2,000.00

2,000.00

I,666.61

2,500.00

2,000.00

3,500.00

1,000.00

2,250.00

2,000.00

2,000.00

6,250.00

30.00

1.00

r.00

t.00

1.00

1.00

1.00

t.00

1.00

1.00

1.00

t.l0

\

9

I

Banks with Paripassu charge or{ CunentAssets [Annexure 3]

Rel,ilNCD

12 Excess Security ayailable

(1,26,568.00)

(42.31)

IM'I I

tNr lr.,' 1.00

25,005.97

IO]=ILl-IM]-tNl

Annexure : Audited Financials for last 3 ;Enclos€d

Euury