DEBENTURE TRUST DEED - Bombay Stock Exchange limits aforesaid for the Debentures issued pursuant to this Debenture Trust ... (Share Capital and Debentures) ... and book of 54 accounts by debenture

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    DEBENTURE TRUST DEED

  • Oflk:e of The Supdt of SbillfU Gutam Statl:l, Gandhi11ag111

    ~ under Section 32 of tbil (i!. ... 1111 ~ Act- 1958 tim ...

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    ;ZCJ~ J~~ i to ai0~17_ THIS DEBENTURE TRUST DEED (hereinafter referr

    "Deed" and/or "Indenture") is made at Bharuch, on th is 3' day JJ

    ~ of Rfilllf, 2017:

    BY AND BETWEEN

    A. Reliance Commercial Finance Limited (formerly

    Reliance Gilts

    (CI N:U6601 OMH2000PLC128301 ), a

    Limited),

    Company

    incorporated under the provisions of erstwhile Companies

    Act, 1956 and now governed by the Companies Act, 2013

    (1 of 1956) and having its Registered Office at Reliance

    Centre, 61h Floor, South Wing, Off Western Express

    Highway, Santacruz (East), Mumbai 400 055 (hereinafter

    referred to as the "Company"/ "Issuer", which expression

    shall, unless repugnant to the subject or context thereof, be

    deemed to mean and include its successors in office and

    permitted assigns) of the ONE PART;

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    7604 5330417

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    AND

    B. Vistra ITCL (India) Limited (formerly IL&FS Trust Company Limited)

    having its Corporate Identity Number (CIN):

    U66020MH1995PLC095507, a company incorporated under the

    Companies Act, 1956 (1 of 1956), having its registered office at IL&FS

    Financial Centre, Plot C-22, Bandra-Kurla Complex, Bandra (East),

    Mumbai 400 051, (hereinafter referred to as the "Trustee" or (which

    expression shall, unless excluded by or repugnant to the context or

    meaning thereof, include its successors, or its assigns) cif the

    SECOND PART.

    Debenture Trustee has been appointed by the Company in accordance with

    the requirements of the Companies Act, 2013, SEBI (Issue and Listing of Debt

    .y~ Securities) Regulations, 2008, RBI guidelines and SEBI (Debenture Trustees) ~G~ .

    -1 ,~r~ ... ::\R .. egulations, 1993. ,::_:z ~ "'""' \ ;:, J',p ,"'P\ .ci. ~\ o'~ ?\. . )"~"~1!! ~ I . ~J,'{cl> ~~ ~ q h' / ' fj

    ~~.._~~~~~Vfl H E REA 5:- . . sr'

    (1) As on March 31, 2017, the authorised, issued, subscribed and paid-up

    share capital of the Company was as follows:

    2

  • (2)

    Share Capital Amount

    (Rs. In Crore) Authorized Share Capital

    20,00,00,000 Equity Shares of Rs 10 each 200.0000

    40,00,00,000 0% p.a. Non-Convertible Redeemable Preference Shares of Rs. 10 each 400.0000

    TOTAL 600.0000

    Issued, Subscribed and Fully Paid-up Share Capital

    12,28,25,700 Equity Shares of Rs 10 each 122.8257

    40,00,00,000 0% p.a. Non-Convertible Redeemable Preference Shares of Rs. 10 each 400.0000

    TOTAL 522.8257

    The Company focuses and concentrates on extending financial

    assistance to customers mainly at competitive terms coupled with

    efficient delivery outlets and channels. The Company undertakes and

    arranges all types of business relating to financing of consumers,

    individuals, industry or corporate, for all kinds of vehicles, machinery,

    plants, two-wheelers, tractors and other farm equipment, consumer

    durables, equipment, renewable . energy equipment I infrastructure,

    construction equipment, office equipment, their spares and

    components, including used I refurbished products. The Company is

    also engaged in all forms of securitisation for purchase of the book

    debts and receivables of companies and to lend or give credit against

    the same.

    3

  • -----------------------------

    .-.---~-- '- - - - -- ----- -----------------------------------~ ..

    The Company offers a wide range of products which include Small and

    Medium Enterprises (SME) loans, Loans Against Property (LAP),

    Infrastructure financing, Agriculture loans and Supply Chain. financing,

    Micro financing, Vehicle loans and Construction finance.

    (3) The Company is, seized and possessed of or otherwise well and

    sufficiently entitled to all and singular the pieces or parcels of freehold

    land, hereditaments and premises situated, lying and being at Bharuch, . District Bharuch in the State of Gujarat and more particularly described

    in the First Schedule hereunder written (hereinafter referred to as the

    "Gujarat Immovable Properties"/"the said Properties");

    (4)(a) With a view to raise resources to meet the ongoing funding

    requirements for the Company's business activities, for general

    corporate purposes and refinancing of the existing debt obligations of

    the Company, (hereinafter collectively referred to as "the Object of

    Issue").

    Accordingly, the subscribers shall subscribe to Rated, Listed, Secured

    Redeemable, Non-Convertible Debentures ("NCDs") of the aggregate

    nominal value of Rs .. 2, 000 Crore (Rupees Two Thousand Crore Only)

    in terms of the respective Private Placement Offer Document I

    Information Memorandum, to be issued from time to time (the

    respective Private Placement Offer Document I Information

    4

  • ----------------------------. __ -_---

    Memorandum are hereinafter collectively referred to as "the Shelf

    Disclosure Document"). The limits aforesaid for the Debentures issued

    pursuant to this Debenture Trust Deed I Information Memorandum(s) I

    Private Placement Offer Document issued by the Company in various

    tranches will always be considered on an outstanding basis.

    (5) The Company has pursuant to :-

    (a) The Resolution passed by the Board of Directors of the

    Company, ("Board") at their Meeting held on March 9, 2017, has

    granted authority to Board for raising funds from time to time by

    issuing Secured, Redeemable, Non-Convertible Debentures

    (NCDs) up to an outstanding amount of Rs.15,000 Crore at any

    point of time including Mark.et Linked Debentures (MLDs) upto

    an outstanding amount of Rs.1 ,000 Crore (Rupees One

    Thousand Crore only) at any point of time, on Private Placement

    basis, on the terms and conditions to be mutually agreed upon

    with the respective subscribers;

    (c)

    Approval of its shareholders in terms of the resolution(s) passed

    under Section 180(1)(c) of the Act at their Extra-Ordinary

    General Meeting on March 10, 2017; and

    Approval of its shareholders in terms of special resolution

    passed under the provisions of Sections 42 and 71 of the Act at

    their Extra-Ordinary General Meeting held on March 10, 2017;

    5

  • t'-

    ----------------------------~ ..

    shall issue and allot the aforesaid Debentures to the subscriber as per

    the details annexed in the Annexure hereto.

    (6) The Trustee is registered as debenture trustee under the Securities

    Exchange Board of India (Debenture Trustee) Regulations, 1993. The

    Company has requested the Trustee to act as trustee for the holder(s)

    of the Debentures and the Trustee has agreed for the same upon

    terms and conditions more particularly laid out hereinafter;

    (7) One of the terms of the issue of the Debentures is that the repayment

    of the Debentures is at face value on maturity together with interest

    thereon, remuneration of the Trustee and all fees, costs, charges,

    expenses, fees payable to the Trustees and other monies payable by

    the Company in respect of the Debentures will be, inter-alia, secured

    by:-

    (a)

    (b)

    a first charge and mortgage over the Company's, Gujarat

    Immovable Property more particularly described in the First

    Schedule hereunder written; and

    a first pari passu charge on all present and future book debts,

    business receivables, current assets, investments and all other

    assets of the Company more specifically described in Second

    Schedule hereto.

    6

    ----~-- :

  • ---------------- ---- -----~

    (8) In terms of the issue of the Debentures, the Company and the Trustee

    have agreed in-principle to create :-

    (a) a first charge and mortgage on the Gujarat Immovable Property;

    and

    (b) a first pari passu charge on all present and future book debts,

    business receivables, current assets, investments and all other

    assets of the Company.

    (9) The Company shall at all times maintain a minimum security cover as

    mentioned in the Financial Covenants and Conditions more specifically

    described in Third Schedule;

    ,~o/G 10). The provisions of the Urban Land (Ceiling and Regulation) Act, 1976 ;i~~;;{'i> ULCRA) (since repealed) are not applicable to the Gujarat Immovable

    ,;,

  • (12) In accordance with the requirements of the Companies Act, 2013 and

    Rules made thereunder, the Company undertakes to pay the interest

    and principal amount of the Debentures to the Debenture holder(s) as

    and when it becomes due, as per the terms of the Information

    Memorandum I Private Placement Offer Document and these

    presents.

    (13) The Company hereby