esskayfincorp limited (erstwhile esskayautofinance private ... · information memorandum private...

INFORMATION MEMORANDUM

ESS KAY FINCORP LIMITED(Erstwhile Ess Kay Auto Finance Private Limited)

A public company incorporated under the Companies Act, 1956Registered Office: G 1-2.New Market. Khasa Kothi, Jaipur. Rajasthan - 302001

Information Memorandum for issue of Debentures on a Private Placement BasisDated: December 20 2018

Issue of 50,00,000 (Fifty Lakh) Partly Paid, Rated, Listed, Secured, Redeemable, Taxable,Non-Convertible Debentures of face value of Rs. 1001- (Rupees One Hundred only) each,aggregating up to Rs, 50,00,00,000/- (Rupees Fifty Crores only) on a private placement basis(the "Issue").

Background

This Information Memorandum is related to the Debentures to be issued by ESS KAY FINCORP LIMITED(the "Issuer" or "Company") on a private placement basis and contains relevant information and disclosuresrequired for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue anddescribed under this Information Memorandum has been authorised by the Issuer through resolutions passed bythe shareholders of the Issuer on June 19th• 2018 and the Board of Directors of the Issuer on December 12" 2018and the Memorandum and Articles of Association of the Company. Pursnant to the resolution passed by theCompany's shareholders dated June 19t".2018 in accordance with provisions of the Companies Act. 2013. theCompany has been authorised to borrow. upon such tenus and conditions as the Board mav think fit for amountsup to INR 2500.00.00.000 (Rupees Two Thousand Five Hundred Crores only). The present issue of Debenturesin tenus of this Information Memorandum is within the overall powers of the Board as per the aboveshareholder resolution(s).

Issue Schedule

Issue Opens on: December 20.2018Issue Closing on: December 20, 2018

Deemed Date of Allotment: December 21, 2018

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

The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange ("BSE")within 15days from the Deemed Date of Allotment.

Registrar and Transfer AgentKarvv Computcrshare Private Limited46..Avenue, -lth Street.No.I. Banjara Hills,Hyderabad-500034Tel: +914033211000.67162222

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Debenture TrusteeBeacon Trusteeship Limited4C& D. Siddhivinavak Chambers.Santacruz (E). Mumbai- 400 055Tel: +91 2226558759Email: contacLi(bcacontrulcc.co.in

Information MClnorandum Private & ConfidentialDate: December 20. 20 I8 For Private Circulation Only

(This Information Menlorandum is neither a prospectus nor a statement in lieu of a prospectus)

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVlATIONSSECTION 2: NOTICE TO INVESTORS AND DISCLAIMERSSECTION 3: RISK FACTORSSECTION 4: FINANCIAL STATEMENTSSECTION 5: REGULATORY DISCLOSURESSECTION 6: DISCLOSURES PERTAININGTO WILFUL DEFAULTSECTION 7: TRANSACTION DOCUMENTSAND KEY TERMSSECTION 8: OTHER INFORMATION ANDAPPLICATION PROCESSSECTION 9: DECLARATIONANNEXURE II: CONSENT LETTER FROM THE DEBENTURETRUSTEEANNEXURE III: APPLICATION FORMANNEXURE IVILLUSTRATION OF BOND CASH FLOWS

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,_'Information Memorandum Private & ConfidentialDate: December 20. 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu ofa prospectus)

SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meaningsgiven below in this Information Memorandum,

statutes, enactments or acts anybody in India, laws, ordinances, rules, bye-laws. regulations,notifications, guidelines, policies, directions, directives and orders ofany Governmental Authority and any modifications or re-enactmentsthereof~ ~apply for subscription to the Debentures, which is in the form annexedto this Information Memorandum and marked as Annexure III.

which is a public holiday) on which banks are normally open forbusiness in Mumbai, India and "Business Days" shall be construed

CDSL Depository

Additional SubscriptionAmount

Holder will subscribe the balance amountDebentures on Additional Subscription Date,

Amounts are as follows:6(h 2019: 50% of Face Value of Debentures i.e. INR 25

Additional SubscriptionDate

2019

Debenture the Debentures issued by the Issuer,transferees of the Debentures from time

Agreementexecuted/to be executed by and between Debenture

Trustee and the Company for the purposes of appointment of theDebenture Trustee to act as debenture trustee in connection with theissuance of the Debentures,

Debenture Trust mean the Debenture Trust cum Mortgage Deedexecuted by and between the Debenture Trustee and the Companywhich will set out the terms upon which the Debentures are being

shall include the representations and warranties and thethe Issuer

are deemed to be allotted,

3.

Information Metnorandunl ~." - " " "Pri\:ate &''Conilaei-iiiat"''Date: December 20. 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

DematDematerialized securities which are securities that are in electronicform, and not In physical form, with the entries noted by theDepos itory.

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

Depository A Depository registered with SEBI under the SEBI (Depositories andParticipant) Regulations. 1996.as amended from time to time.

Depository Participant /DP

A depository participant as defined under the Depositories Act

Director(s) Director(s) of the Issuer.Disclosure Document /InformationMemorandum

This document which sets out the information regarding the Debenturesbeing issued on a private placement basis.

DP ID Deoositorv Participant Identification Number.

Due Date Any date on which the holders of the Debentures are entitled to anypayments, whether on maturity or upon exercise of the option to redeemthe Debentures prior to the scheduled Redemption Date or acceleration.

EFT Electronic Fund Transfer

Eligible Investors Shall have the meaning specified in 8.14 below.

Financial Year/ FY Twelve months period commencing from April I of a particularcalendar year and ending on March 31 of the subsequent calendar year

Foreign Currency Shall mean a currency other than the Indian National Rupee

Foreign-Currency Asset Shall mean any asset of the Issuer consisting of a loan. deposit, claim orother asset that bv its terms is navable in foreign currency.

Foreign-CurrencyLiability

Shall mean any liability of the Issuer consisting of a loan, deposit, claimor other liability that by its terms is payable in foreign currency:provided that a loan payable in foreign currency that is indexed to thedomestic currency of the Issuer or that is hedged against exchange ratefluctuations with the domestic currency of the Issuer shall not beconsidered a Foreign-Currency Liability. A loan payable in foreigncurrency that is hedged through back-to-back arrangements will beconsidered a Foreign-Currencv Liability.

GAAP Generally Accepted Accounting Principles as prescribed by the Instituteof Chartered Accountants of India from time to time and consistentlyapplied bv the Issuer.

Governmental Authority The President of India. the Government of India, the Governor and theGovernment of any State in India, any Ministry or Department of thesame, any municipal or local government authority, any authority orprivate body exercising powers conferred by applicable law and anycourt, tribunal or other judicial or quasi-judicial body and shall include,without limitation, a stock exchange and any regulatory body.

Issue Private Placement of the Debentures.

Issue Closing Date December 20, 2018Issue Opening Date December 20, 2018

Loan Loss Reserves Shall mean the portion of the Company's portfolio of Client Loans thathas been expensed (provisioncd fur) ill anticipation uf losses due tv

default.DebentureMajority

Holders

Debenture Holders whose participation or share in the principalamount(s) outstanding with respect to the Debentures aggregate to morethan 51% (Fifty One per cent) of the value of the nominal amount of theDebentures for thtlime being outstanding.

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Information Memorandum Private & ConfidentialDate: December 20. 2018 ~ For Private Circulation Onlv

(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) ,

Maturity Date March 05, 2024 subject to a Put or Call or, such other date on which thefinal payment of the principal of the Debentures becomes due andpayable as therein or herein provided, whether at such stated maturitydate, by declaration of acceleration, or otherwise.

Material Adverse Effect The effect or consequence of an event, circumstance, occurrence orcondition which has caused, as of any date of determination, a materialand adverse effect on (i) the financial condition, business or operationof the Issuer; (ii) the ability of the Issuer to perform their obligationsunder the Transaction Documents; or (iii) the validity or enforceabilityof any of the Transaction Documents (including the ability of any partyto enforce any of its remedies thereunder).

NBFC Master Directions means the Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (ReserveBank) Directions, 2016 and/or the Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions, 2016 (each as amended,modified or restated from time to time) as may be applicable.

Net Income For any particular period and with respect to the Issuer, all revenue(including donations and grants) less all expenses (including taxes, ifanv for such period).

N.A Not ApplicableNBFC Non-banking financial companyNSDL National Securities Depository Limited

Outstanding Portfolio Shall mean the outstanding principal balance of all of the Company'soutstanding Client Loans including current, delinquent and restructuredClient Loans, but not Client Loans that have been charged off. It doesnot include interest receivables and accrued interest.

PAN Permanent Account NumberPortfolio at Risk Shall mean the outstanding principal amount of all Client Loans that

have one or more instalments of principal, interest, penalty interest, feesor any other expected payments past due more than a specified numberofdavs.

Private Placement Offer The offer letter prepared in compliance with Section 42 of the 2013 ActLetter read with the Companies (Prospectus and Allotment of Securities)

Rules, 2014.Rating Agency Means Credit Analysis and Research Limited CCARE") or any rating

agency approved by SEBI and finalised by the Debenture Trustee forcarrying out debt ratings in India.

RBI Reserve Bank of India.Record Date The date which will be used for determining the Debenture Holders

who shall be entitled to receive the amounts due on any Due Date,which shall be the date falling 7 (Seven) calendar days prior to any DueDate.

Register of Debenture The register maintained by the Company containing the name ofHolders Debenture holders entitled to receive coupon/redemption amount in

respect of the Debentures on the Record Date, which shall bemaintained at the Registered Office of the Company.

Restructured Loans Shall mean the total amount of Client Loans for which the initialrepayment schedule has been modified in favour of the Company'sclient, either through modifications of the prior loan contract or througha new loan contract.

Return on Assets Shal~~~iod means the .Issuer's Net Income divided by itsaver e that same penod.D~ 5.

ry)- d'J -U>~ 0'».'(

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Information Melnorandum ' ' . , " - _.. . ' " , - .-~". pri\.:atc'&_'t.'::;jilti'dcntialDale: December 20. 2018 For Private Circulation Only


R&T Agent Registrar and Transfer Agent to the Issue, in this case being Karvy

Computershare Private Limited

ROC Registrar of Companies.Rs. / INR Indian National Rupee.RTGS Real Time Gross Settlement.

SEBISecurities and Exchange Board of India constituted under the Securitiesand Exchange Board of India Act, 1992 (as amended from time totime).

SEBI Debt Listing The Securities and Exchange Board of India (Issue and Listing of Debt

Regulations Securities) Regulation, 2008 issued by SEBI, as amended from time totime.

TDS Tax Deducted at Source.The Companies Act! the The Companies Act, 1956 as amended from time to time and to the

Act extent repealed and replaced, by the Companies Act, 2013 shall meanthe Companies Act, 2013 and the relevant rules issued thereunder.

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

Tier I Capital Shall have the meaning given to it in the NBFC Master Directions.

Tier II Capital Shall have the meaning given to it in the NBFC Master Directions

Transaction Documents The documents executed or to be executed in relation to the issuance ofthe Debentures as more oarticularlv set out in SECTION 7:

WDM Wholesale Debt Market segment of the BSEWilful Defaulter Shall mean an Issuer who is categorized as a wilful defaulter by any

Bank or financial institution or consortium thereof, in accordance withthe guidelines on wilful defaulters issued by the Reserve Bank of Indiaand includes an issuer whose director or promoter is categorized as suchin accordance with Regulation 2(n) of SEBI (Issue and Listing of DebtSecurities) Regulations, 2008.

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Infonuution Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu ofa prospectus) •

SECTION 2: NOTICE TO INVESTORSANDDISCLAIMERS

2.1 ISSUER'S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus andshould not be construed to be a prospectus or a statement in lieu of a prospectus under theCompanies Act. The issue of the Debentures to be listed Oll the WDM segment of the BSE (uponrequest from Debenture Trustee) is being made strictly on a private placement basis. Multiplecopies hereof given to the same entity shall be deemed to be given to the same person and shall betreated as such. This Information Memorandum does not constitute and shall not be deemed toconstitute an offer or invitation to subscribe to the Debentures to the public in general.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum tobe filed or submitted to the SEBI for its review and/or approval. However pursuant to theprovisions of Section 42 of the Companies Aet 2013 read with the Companies (Prospectus andAllotment of Securities) Rules, 2014, the copy of this Information Memorandum/ PrivatePlacement Offer Letter shall be filed with the ROC and SEBI within the stipulated timelines underthe Companies Act, 2013.

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

Neither this Information Memorandum nor any other information supplied in connection with theDebentures is intended to provide the basis of any credit or other evaluation and any recipient ofthis Information Memorandum should not consider such receipt as a recommendation to subscribeto any Debentures. Each potential Investor contemplating subscription to any Debentures shouldmake its own independent investigation of the financial condition and affairs of the Issuer, and itsown appraisal of the creditworthiness of the Issuer. Potential investors should consult their ownfinancial, legal, tax and other professional advisors as to the risks and investment considerationsarising from an investment in the Debentures and should possess the appropriate resources toanalvse such investment and the suitabilitv of such investment to such potential Investor's. .particular circumstances.

The Issuer confirms that, as of the date hereof: this Information Memorandum (including thedocuments incorporated by reference herein, if any) contains all the information that is material inthe context of the Issue and regulatory requirements in relation to the Issue and is accurate in allsuch material respects. No person has been authorized to give any information or to make anyrepresentation not contained or incorporated by reference in this Information Memorandum or inany material made available by the Issuer to any potential Investor pursuant hereto and, if given ormade. such information or representation must not be relied upon as having being authorized by theIssuer. The Issuer certifies that the disclosures made in this Information Memorandum and/or thePrivate Placement Offer Letter arc adequate and in conformity with the SEBI Debt ListingRegulations and the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, theIssuer accepts no responsibility for statements made otherwise than in the InformationMemorandum or any other material issued by or at the instance of the Issuer and anyone placingreliance on any source of information other Information Memorandum would be doing soat Its own risk ~D\~O~,()

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lnforrnation Memorandum < P~i\'atc &: Con1~dentialDate: December 20 2018 For Private CIrculation Only

(This Information Menlorandum is neither a prospectus nor a statement in lieu ofa prospectus)

This Information Memorandum, the Private Placement Offer Letter and the respectivecontents hereof respectively, are restricted only for the intended recipient(s) who have beenaddressed directly and specifically through a communication by the Issuer and only suchrecipients are eligible to apply for the Debentures. All Investors are required to comply withthe relevant regulations/guidelines applicable to them for investing in this Issue. The contentsof this Information Memorandum and/or the Private Placement Offer Letter are intended tobe used only by those Investors to whom it is distributed. It is not intended for distribution toany other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom Application Forms along withthis Information Memorandum and/or the Private Placement Offer Letter being issued have beensent. Any application by a person to whom the Information Memorandum and/or the PrivatePlacement Offer Letter has not been sent by the Issuer shall be rejected without assigning any

reason.

The person who is in receipt of this Information Memorandum and/or the Private Placement OfferLetter shall not reproduce or distribute in whole or in part or make any announcement in public orto a third party regarding the contents hereof without the consent of the Issuer. The recipient agreesto keep contidential all information provided (or made available hereafter), including, withoutlimitation, the existence and terms of the Issue, any specific pricing information related to the Issueor the amount or terms of any fees payable to us or other parties in connection with the Issue. ThisInformation Memorandum and/or the Private Placement Offer Letter may not be photocopied,reproduced, or distributed to others at any time without the prior written consent of the Issuer. Uponrequest, the recipients will promptly return all material received from the Issuer (including thisInformation Memorandum) without retaining any copies hereof. If any recipient of this InformationMemorandum and/or the Private Placement Offer Letter decides not to participate in the Issue, thatrecipient must promptly return this Information Memorandum and/or the Private Placement OfferLetter and all reproductions whether in whole or in part and any other information statement,notice, opinion, memorandum, expression or forecast made or supplied at any time in relationthereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum and/or the PrivatePlacement Offer Letter to reflect subsequent events after the date of Information Memorandumand/or the Private Placement Offer Letter and thus it should not be relied upon WIth respect to suchsubsequent events without first confirnling its accuracy with tile Issuer.

Neither the delivery of this Information Memorandum and/or the Private Placement Offer Letternor any sale of Debentures made hereafter shall, under any circumstances, constitute arepresentation or create any implication that there has been no change in the affairs of the Issuer

since the date hereof.

This Information Memorandum and/or the Private Placement Offer Letter does not constitute, normay it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction inwhich such offer or solicitation is not authorized or to any person to whom it is unlawful to makesuch an offer or solicitation. No action is being taken to permit an offering of the Debentures or thedistribution of this Information Memorandum and/or the Private Placement Offer Letter in anyjunsdiction where such action is required. Persons into whose possession this InformationMemorandum and/or the Private Placement Offer Letter comes are required to inform themselvesof, and to observe, any such restrictions. The Information Memorandum is made available topotential Investors in the Issue on the strict understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

8

Information Memorandum Private & ConfidentialDate: December 20,2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) .

As required, a copy of this Information Memorandum has been filed with the BSE in terms of theSEBI Debt Listing Regulations. It is to be distinctly understood that submission of this InformationMemorandum to the BSE should not in any way be deemed or construed to mean that thisInformation Memorandnm has been reviewed, cleared, or approved by the BSE: nor does the BSEin any manner warrant, certify or endorse the correctness or completeness of any of the contents ofthis Information Memorandum, nor does the BSE warrant that the Issuer's Debentures will be listedwithin 15 days from intuuauon by the Debenture Trustee or wil! couunuc to VI:,;; listed UII Lltl.:BSE.nor does the BSE take any responsibility for the soundness of the financial and other conditions ofthe Issuer, its promoters. its management or any scheme or project of the Issuer.

2.3 DISCLAIMER CLAUSE OF SEBI

As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of thisInformationMemorandum has to be filed with or submitted to the SEBI for its review / approval. Itis to be distinctly understood that this Information Memorandum should not in anv wav be deemedor construed to have been approved or vetted by SEBI and that this Issue is not 'reco~mended orapproved by SEB!. SEBI does not take any responsibility either for the financial soundness of anyproposal for which the Debentures issued thereof is proposed to be made or for the correctness ofthe statements made or opinions expressed in this Information Memorandum. However theCompany undertakes to file this Information Memorandum and/or the Private Placement OfferLetter with the Registrar of Companies (through the online portal provided by the Ministry ofCorporate Affairs) and SEBI within 30 days from the Deemed Date of Allotment as per theprovisions of the 2013 Act and the rules thereunder.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under the paragraph titled "Eligible Investors"of this Information Memorandum, who shall be/have been identified upfront by the Issuer. ThisInformation Memorandum and/or the Private Placement Offer Letter does not constitute an offer tosell or an invitation to subscribe to Debentures offered hereby to any person to whom it is notspecifically addressed. Any disputes arising out of this Issue will be subject to the exclusivejurisdiction of the courts and tribunals at Murnbai, India. This Information Memorandum and/orthe Private Placement Offer Letter does not constitute an offer to sell or an invitation to subscribe tothe Debentures herein. in any other jurisdiction to any person to whom it is unlawful to make anoffer or invitation in such jurisdiction.

2.5 DISCLAIMER IN RESPECT OF RATING AGENCIES

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

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised forrn. The Issuer has made arrangements with theDepositories for the issue of the Debentures in dernaterialised form. Investors wiII have to hold theDebentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall takenecessary steps to credit the Debentures aJ . lSi, e beneficiary account maintained by theInvestor with its depositary participant. Th e the Allotment to the Investors on the

9

Private & ConfidentialInformation MenlorllndlunDate: December 20,2018 For Private Circulation Only


Deemed Date of Allotment after verification of the Application Form, the accompan}ingdocuments and on realisation of the application money.

SECTION 3: RISK FACTORS

The following are the risks relating to the Company, the Debentures and the market in generalenvisaged by the management of the Company. Potential Investors should carefully consider all therisk factors stated in this Information Memorandum and/or the Private Placement Offer Letter forevaluating the Company and its business and the Debentures before making any investmentdecision relating to the Debentures. The Company believes that the factors described belowrepresent the principal risks inherent in investing in the Debentures, but does not represent that thestatements below regarding risks of holding the Debentures are exhaustive. The ordering of the riskfactors is intended to facilitate case of reading and reference and does not in any manner indicatethe importance of one risk factor over another. Potential Investors should also read the detailedinformation set out elsewhere in this Information Memorandum and/or the Private Placement OfferLetter and reach their own views prior to making any investment decision.

3.1 THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

The Debentures may be very illiquid and no secondary market may develop in respect thereof.Even if there is a secondary market for the Debentures. it is not likely to provide significantliquidity. Potential Investors may have to hold the Debentures until redemption to realize any value.

3.2 REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER.

Potential Investors should be aware that receipt of the principal amount. (i.e. the redemptionamount) and any other amounts that may be due in respect of the Debentures is subject to the creditrisk of the Issuer. Potential Investors assume the risk that the Issuer will not be able to satisfy theirobligations under the Debentures. In the event that bankruptcy proceedings or composition, schemeof arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, thepayment of sums due on the Debentures may not be made or may be substantially reduced ordelayed.

3.3 CREDIT RISK & RATING DOWNGRADE RISK

The Rating Agency will assign credit rating to the Debentures prior to the Issue Open Date. In theevent of deterioration in the financial health of the Issuer, there is a possibility that the ratingagency may downgrade the rating of the Debentures. In such cases, potential Investors may incurlosses on revaluation of their investment or make provisions towards sub-standard/ non-performinginvestment as per their usual norms.

3.4 CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF DEBENTURES.

All securities where a fixed rate of interest is offered, such as this Issue, are subject to pricerisk. The price of such securities will vary inversely with changes in prevailing interestrates, i.e. when interest rates rise, prices of fixed income securities fall and when interestrates drop, the prices increase. The extent of fall or rise in the prices is a function of theexisting coupon, days to maturity and the increase or decrease in the level of prevailinginterest rates. Increased rates of interest, which frequently accompany inflation and/or agrowing economy, are likely to have a negative effect on the pricing of the Debentures.

3.5

IO

Information Memorandum Private & ConfidentialDate: December 20. 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu ofa prospectus) .

Special tax considerations and legal considerations may apply to certain types of investors.Potential Investors are urged to consult with their own financial, legal, tax and other advisors todetermine any financial, legal, tax and other implications of this investment.

3,6 ACCOUNTING CONSIDERATIONS

Special accounting considerations may apply to certain types of taxpayers. Potential Investors areurged to consult with their own accounting advisors to determine implications of this investment.

3.7 MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER ISSUBJECT COULD IMPAIR THE ISSUER'S ABILITY TO MEET PAYMENT OROTHER OBLIGATIONS.

The Issuer is subject generally to changes in Indian law, as well as to changes in governmentregulations and policies and accounting principles. Any changes in the regulatory framework couldadversely affect the profitability of the Issuer or its future financial performance, by requiring arestructuring of its activities, increasing costs or otherwise.

3.8 LEGALITY OF PURCHASE

Potential Investors in the Debentures will be responsible for the lawfulness of the acquisition of theDebentures, whether under the laws of the jurisdiction of their incorporation or the jurisdiction inwhich they operate or for compliance by that potential Investor with any law, regulation orregulatory policy applicable to it.

3.9 POLITICAL AND ECONOMIC RISK IN INDIA

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

3.10 RISKS RELATED TO THE BUSINESS OF THE ISSUER

(a) Majority of the Issuer's loans are securedand the clients of these loans are of the highrisk categoryand if the Issuer is unable to control the level of non-performingloans("NPAs'J in the future, or if the Issuer's loan loss reserves are insufficient to coverfuture loan losses, the financial condition and results of operationsmay be materiallyand adverselyaffected. .

(b) The vehicle loans provided by the Issuer are secured and if the Issuer is unable to controlthe level of non-performing loans CNPAs") in the future, or if the loan loss reserves areinsufficient to cover future loan losses, the financial condition of the Issuer and results ofoperations may be materially and adversely affected.

Information Melnorandunl Private' & ContidentialDate: December 20. 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statetnent in lieu ofa prospectus)

The Issuer cannot assure that the Issuer will be able to effectively control and reduce thelevel of the impaired loans in its total loan portfolio. The amount of the Issuer's reportednon-performing loans may increase in the future as a result of growth in the total loanportfolio, and also due to factors beyond the Issuer's control, such as over-extendedmember credit that we are unaware of. Failure to manage NPAs or effect recovenes WIllresult in operations being adversely affected.

The Issuer's current loan loss reserves may not be adequate to cover an increase in theamount ofNPAs or any future deterioration in the overall credit quality of the Issuer's totalloan portfolio. As a result, if the quality of the Issuer's total loan portfolio deteriorates theIssuer may be required to increase the loan loss reserves, which will adversely affect theIssuer's financial condition and results of operations. The Issuer's members largely belongto low-income segment and, as a result, might be vulnerable if economic conditions worsenor gro\\th rates decelerate in India, or if there are natural disasters such as floods anddroughts in areas where the Issuer's members live. Moreover, there is no precise methodfor predicting loan and credit losses, and the Issuer cannot assure that the Issuer'smonitoring and risk management procedures will effectively predict such losses or that loanloss reserves will be sufficient to cover actual losses. If the Issuer is unable to control orreduce the level of its NPAs or poor credit quality loans, the Issuer's financial conditionand results of the Issuer's operations could be materially and adversely affected.

(c) The [ssuer's business operates through a large number of rural and semi urbanbranches and is exposed to operational risks including fraudThe Issuer is exposed to operational risks, including fraud, petty theft and embezzlement, asit handles a large amount of cash due to high volume of small transactions. This could harmits operations and its financial position.As the Issuer handles a large amount of cash through a high volume of small transactionstaking place in its network, the Issuer is exposed to the risk of fraud or other misconduct byits employees or outsiders. These risks are further compounded due to the high level ofdelegation of power and responsibilities that the Issuer's business model requires. Given thehigh volume of transactions processed by the Issuer, certain instances of fraud andmisconduct may go unnoticed before they are discovered and successfully rectified. Evenwhen the Issuer discovers such instances of fraud or theft and pursue them to the full extentof the law or with its insurance carriers, there can be no assurance that the Issuer willrecover any such amounts. In addition, the Issuer's dependence upon automated systems torecord and process transactions may further increase the risk that technical system flaws oremployee tampering or manipulation of those systems will result in losses that are difficultto detect.The Issuer maintains an internal audit process to ensure the operations team follows thedefined procedures and reports any deviations to the operations staff and management teamThe Issuer also has a strong MIS system that has a wide range of data that can be used tomonitor financial and operational performance.To mitigate the above risk, the Issuer maintains an internal audit process to ensure theoperations team follows the defined procedures and reports any deviations to the operationsstaff and management team. The Issuer also has a MIS system able to generate dataanalysis that can be used to monitor tinanctal and operational pertormancc.

(d) Loans due within three years account for almost all of the Issuer's interest income, anda significant reduction in shart term loans may result in a corresponding decrease in itsinterest income

All of the loans the Issuer issues are due within approximately two years of disbursement.The relatively short-term nature of the Issuer~~ means that the Issuer's long-terminterest income stream is less certain than if C· " ~9L.I'.t.s.loans were for a longer term, In

:.I.. • . 12« ..,~., ~ i,'~ . I:

(.[1 /:~y --1:,0,/

+



addition, the Issuer's customers rnay not obtain new loans from the Issuer upon maturity oftheir existing loans, particularly if competition increases. The potential instability of theIssuer's interest income could materially and adverselv affect the Issuer's results ofoperations and financial position. .

The loans given by the issuer are at fixed interest rate, and the tenor of the underlying assethas increased from one vear to two year which has provided stabilitv to the portfolio andinterest income and has also smoothened operating expense.

(e) The Issuer is exposed to certain political, regulatory and concentration of risks

Due to the nature of its operations, the Issuer is exposed to political, regulatory andconcentration risks. The Issuer believes a mitigant to this is to expand its geographicalreach and may consequently expand its operations other states. If it is not effectivelv able tomanage such operations and expansion, it may lose money invested in such expansion,which could adversely affect its business and results of operations.

(I) Large scale attrition, especially at the senior management level, can make it difficult forthe Issuer to manage its business.

If the Issuer is not able to attract, motivate, integrate or retain qualified personnel at levelsof experience that are necessary to maintain the Issuer's quality and reputation, it will bedifficult for the Issuer to manage its business and growth. The Issuer depends on theservices of its executive officers and key employees for its continued operations andgrowth. In particular, the Issuer's senior management has significant experience in thevehicle finance, banking and financial services industries. TIle loss of any of the Issuer'sexecutive officers, key employees or senior managers could negatively affect its ability toexecute its business strategy. including its ability to manage its rapid growth. The Issuer'sbusiness is also dependent on its team of personnel who directly manage its relationshipswith its members. The Issuer's business and profits would suffer adversely if a substantialnumber of such personnel left the Issuer or became ineffective in servicing its membersover a period of time. The Issuer's future success will depend in large part on its ability toidentify, attract and retain highly skilled managerial and other personnel. Competition forindividuals with such specialized knowledge and experience is intense in this industry, andthe Issuer may be unable to attract, motivate, integrate or retain qualified personnel at levelsof experience that are necessary to maintain its quality and reputanon or to sustain orexpand its operations. The loss of the services of such personnel or the inability to identify,attract and retain qualified personnel in the future would make it difficult for the Issuer tomanage its business and growth and to meet key objectives.

(g) 17,e Issuer's business and results of operations would be adversely affected by strikes,work stoppages or increased wage demands by employees

The employees are not currently unionized. However, there can be no assurance that theywill not unionize in the future. If the employees unionize. it may become difficult tomaintain flexible labour policies, and could result in high labour costs, which wouldadversely affect the Issuer's business and results of operations.

(h) The Issuer's insurance coverage may 110tadequately protect it against losses. Successfulclaims that exceed its insurance coverage could harm the Issuer's results of operationsand diminish its financial positionThe Issuer maintains insurance coverage of the type and in the amounts that it believes arecommensurate with its operations and other general liability insurances. The Issuer'sinsurance policies, however, may not provide adequate coverage in certain circumstancesand may be subject to certain deductibles, exclusiuns and limits on coverage.

In addition, there are various types of risksmaintain insurance, such as losses due lQ:=I!!~because they are either uninsurable or bJ'adl~~

and losses for which the Issuer does notinterruption and natural disasters,ce is not available to the Issuer on

~ 1- 13

TnforlllatioiiNfenlOranOU1'n-'-- •• '-- _ .. .. .__ .. . ... ----. -.----- --P"ri\:ate&ConTiacntlal--·

Date: December 20, 2018 For Private Circulation Only(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

acceptable terms. A successful assertion of one or more large claims against the Issuer thatexceeds it's available insurance coverage or results in changes in its insurance policies,including premium increases or the imposition of a larger deductible or co-insurancerequirement, could adversely affect the Issuer's business, financial condition and results of

operations.

(i) Issuer requires certainstatutoryand regulatoryapprovalsfor conductingbusinessandfailure to obtain or retain them in a timely manner, or at all, may adversely affectoperations.

Non Banking Financial Companies in India are subject to strict regulation and supervisionby the RBI. The Issuer requires certain approvals, licenses, registrations and permissionsfor operating, including registration with the RBI as a non deposit taking NBFC (NBFCNO). Further, such approvals, licenses, registrations and permissions must bemaintained/renewed over time, applicable requirements may change and the Issuer may notbe aware of or comply with all requirements all of the time. Additionally, the Issuer mayneed additional approvals from regulators to introduce new insurance and other fee basedproducts to its members. In particular, the Issuer is required to obtain a certificate ofregistration for carrying on business as a NBFC that is subject to numerous conditions. Inaddition, branches are required to be registered under the relevant shops and establishmentslaws of the states in which they are located. The shops and establishment laws regulatevarious employment conditions, including working hours, holidays and leave and overtimecompensation. If the Issuer fails to obtain or retain any of these approvals or licenses, orrenewals thereof, in a timely manner, or at all, business may be adversely affected. If theIssuer fails to comply, or a regulator claims that the Issuer has not complied with any ofthese conditions, its certificate of registration may be suspended or cancelled and the Issuershall not be able to carry on such activities.

(j) Competitionfrom banks and financial institutions, as well as state-sponsoredsocialprograms, may adversely affect our profitability and position in the Indian lendingindustry

The Issuer faces most significant competition from other NBFCs and banks in India.Many of the institutions with which Issuer competes have greater assets and better accessto, and lower cost of, funding than the issuer. In certain areas. thev may also have bettername recognition and larger member bases than Issuer. Issuer anticipates that it mayencounter greater competition as they continue expanding the operations in India, whichmay result in an adverse effect on the business, results of operations and financialcondition.

14

Information Memorandum Private & ConfidentialDate: December 20.2018 For Private Circulation Only

(This Information Memorandum is neither 3 prospectus nor a statement in lieu ofa prospectus) .

SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the year ended 31.03.2018 is provided below:

BAl.ANC( SHEET AS AT3fSrMARCH 201'

'QWYA!IIO""Pmp

MOT1t AIICIUMt .. 1 AT AMOUNT AJ ATNO. ,,...,.~* " ......"

3M.01,goo 2,70 JO,OOO2:,01_1!l,10,115- aJ,~A'.(}l2

1'OUO' ... 071 11,17,1',112

It... I'.MTlCUl.NUS

e"lIf'Hf)! MrsMIQISHARFCAPtTAtRESEJI~$ o\NOSURPlUSt«lN£y Ar:CEI'o'ED~S1 SHARe"'ARRANTS

TOTAL (1)

'HARf, APpucAT!QIIMONOmOlNG A4.bomENJ

1 g.CURR!!N!WIIung'LQf\G TERM BORROWINGSctsen tONG-TERM: LlABfUTIESLONG·fERIA PRO.....SlCllN5

TOTAL f~

• .21115.15,640 3,D1.!;'!'~.I)llIt.53,Uj,821 e.'llf1l,~l'5-_!~118.~09 J.It3-Z3.~

4M,2I1n.11O 3,11,'&,13.".

• 65.23.01.4&4 46,{11,11,009

• .M.31,iCIi.114 3,22,19,15,02:$

4 CURRENTllAM-IT!!.;!SHORT lERId BORI.!ONIIIoGS01t£R Ci"IMENT llABi.t.ITIESStlORT TERId PROVrSIONS

T01AL44jTQT0\L.4,.!'r3+4)

i) PROPERTY PlANT & EQUlPlAl:HlIIJINTANOI81.E'A$5t:TSlit) CAPITA;,. w.::lRK ~ ~hi) 'iTMQlkE; ASeET5VNotA CE,VO,OPMENT

NQH.CURRFNt WWESTUfNTSf*tERRfD TAXAS.VTS(NET)I ONj,.,rERM LOANS AI«)ADVANCESOTHERNO"~RF.tfl' ASSETS

TOTAl-Ii}

"..111&:1111 «:1

t2.2i,85.7~227.(13,1("95,l1li,04

1G,t3';5-.31121.7f.oWS

CUfllf!'fJITMlfTSCiJRRfNf I~Sll.AE1'flSIPN£NTORIES1RAOE RECEIVABlESCASH AND 8AHK &\lMI(;:i:~1-Tt:RU LOIIJISMlDADYAtfCESOnEA r::UR$lEP(J ASSETS

TOT"'~21TOTALii·ZI

:6,SO,ISO,Ul

O'l'eroithN.nc "(ll'llIl:Ant aOCOi.l!lllIlg1l041c>ea f , 2ThI! ~~, i1te an iI'WfSjr,1 pMSollhll fill,lOll" Stalt"*lbM 0tI IIWrreoon oll!fll1 .1_

Fat 5.a. lI;otblrllMhCl & C~"CMrIitfWdI.keo........PI,",

'or ancI OIl ..,.., 0I1f'1.MIN CIt 0irK1En ofEa KI, ftnQofp LIMIIICI

~ 1 .- ..~f...I

tft.UENDRA KIJIMARSlIIA)MANAGING IMRECTORI 0IN0 OOHTJr .."

!1:.~,I);

C~'8ElI'lWHDU: TIME DfRECTORI DflII.Ci2.t1J.Ci:U)

J_AJ--IANAOHA.L~~COMP'AN'tsecMT MY

'Iatt, J• .,IIOI'~ ~ l1li) "-Y,M1l

15

Private & ContidentialFor Private Circulation OnlyInfonnation Memorandum

Dale: December 20.2018(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

MOTE. rOIl TtiIVIAI' DIDI.O 'Oft TltE YEARENOEOMO, 3i1-Mtr~1' ~''''''17

,•.,

........Revenue tmn Opal'dOMother IncaneTOTALNY£liUE (uti,

IIII

2.2",53.DO,"4 1,41,,".22.3&1)

2.71,.8912 7 ,23,30"71$

212Tr22,'!121 tr'l7rt!"9N

50,02.0.4,870 31 Jj1.t2.968

eo,4&J;l .... O' 6i,1 $.'3.36&

Z.3J.;liZ.42' 1.61.32,381

13.n,23.801 5,ti9.tZ.too

38 83.56,87. 30,34 -,83111.MAU!.2!t 121.&.38112

U.12A5M7 1',!UUI1

' ....19,6&,'02 t,(J8...OC.eDJ(1.31.51,5310) 2.07.280!1,fJ(J.IIl.84t> 11 ".1-4 -BOOt1,It.W't3 1WUOlO

". """. ..."" 100

v

lOOtINW:I:IfIJIIOyN8entIlI~ ..RNir'lOlCo$1DapteOA'llon Mil JornG1in1111f'1 tl.JCCIOfIlHPro'tlWOfl.tn:I b.ao debU ~ oil'OhrEtptn-TOiA1.IXP&MtES

,.21

"""V1 PROm-1UCJIlITAXtil-¥)VII TAX~"

{1~ CUAAEHTTAl((2). EARl"''' 'tEARS TAX.r)~OEFetRED lAX

WI PItOFIT.",,,, TAXX\II ~"ING PEIIIEQUITYIMARE

i~)' BASIC

In oautsoNonIIftMVaM '" Em!lty fbtlal

o..tvlr!W and ~ ~ poIcIeS". aaxm~ fIOIM, .,. IlIIlrMIItai pamollie &undM Statern.l.Mp!!II"(I~~orevend.

1&2

'or U. Kothlllt MfINa' 00.elUfIINdAccourUlU

'or ,ad on behlif 01.. lIoN",ofOltKtor.'".... Kly FI"C04'P I.Imffad

'.......~ .. " ..... '. '. ""._ AI ,'.,' .

,MTNEIl \ '.-. ,

•1 ' . '_. '

(RAJENbRAKUMNt HTlAIIMHAOIMIJDlRlClTOftl 01'" OON1l7"J {DIN. 02:&17U4.

'..... I.±::t,COMPANY SECRI!TAAYPlac.: ~,

DIft ~8th 1liiy, 201'

16

Information Memorandum Private & ConfidentialDate: December 20.2018 For Private Circulation Onlv

(This Information Memorandum is neither a prospectus nor a statement in lieu of'u prospectus) .

CAIIt "LOW STATrMbfffOlft!!:!!!.YINlENDU MUtCIt ~1!!!..1.

I. No .... T>CUl.<M V~rNI)I!DJ1""r·'_ , 1 '0', CASH FLOW AFtWHG fROM CFERA TINQ ACTM'T1Ea: j I I

PtaIt 8.,.,. T... ,n.t2 .•~Ol1 ".V.12 .."AD,IUITMrJfTPOll;~~""'~lOtI 2.3J,U.425 I,U.U,U'~,. Md_G_IWI_olt 1:l.7e.2'..101 ""I2.tDOloU (Ills.- tf FtQd AlNIl .'.t09 3.15,0457

0penUng hoM ..,.. wortlllf c,.pI'" ChMgn e.o2.7UIO ..."......,MO\IDENJ INWORKlNOCAfI1TAt.CttAHOh

(II'ICMIM)I 0«:tM$a in TIlKJItR~ 1.16,40.400 (18.71.:wt}(~) I o.a.u.lI'I snort WIII.u.n. and ~ (1,IO,H.<4t.7S1O) '.... ,",43.011)lnaue)J D«rMM ill LOI"Ig\MIl ~ and MMIQI (l-.OO,21.)4,510) 11.26.15.non)(IroMIe)J o.a-.. ...0INr JoOon -C1nM: ~ .,_.n.'a) [to,.,IUTf)111'OMM) I ~ itt Other CIlrrern AsMts. ('0,.1.3.2,02:2) 1'4_43,1:1,.,.')~ I (o.u...c).,Ohr Cun.m lIMiR)' 27,84.11,7'1 J2.31,16.~~ I (o.ctHM)ill0lMr lGngWnn~. 5.311.:3$.'"" 1iO.1J,31,MOIncnaN J (ow..lIIt)i'I 0Itw StIOf1 ...... p~ ".IiJ.JS4 11.:I'I..ItS)nn..., (c..r.-)in Ott..- U:nv t.nn PfO\'tlioP. 1.26.&9.012 M.t2.nt~ 1leoc;tuM) InBan*.Dt9otI1I( H.~I"OUa.riI, nIOI'II"""tine moIIPNIhcWn Inc..n8IId s.r.....ara) I·....-...~ $••1...... )9CUI'! t_....fnlm~ ........ (•. 00.1•. ".444) (I,2.. IO,U.U2)

... l_PbCI (11.511m',5040) (1t.5I.'7.5oIIO) ~.OS.M.~) l'tb.oe,OIo3)

NltC .... f1owafl'om ~.ovw..~ (...il,13",,"'., ft,3l,flAl1t)

J ~ , ..OW AIUSING'ROM INVU11MG ACTMTEI: I~ ... 0( IIWMftIfItII 1'.&3.8J.371 ('e iO.!ICI.1113)~rIIIoftGlPfoPtltY,""'.~~iJitlleA&Mtl.,..,CII_WOIlIt'I PrOQfMf (S.64.1!Ir.~3S-t «1.1&.13."4)S.. 01PI'op8My,~I' E",,*P'N1'I ".10.000 I.H.OCJO..... QMA flow t~ c.... 01 t!wt'1Mg MtNIOM(IJ) I.U.lU.2 (2l•.JUO,Om, CAP ,",-OW AIUI.., I'ROIII"1NANCJNO ACTMTlI!J""-"'_~M~ j.~ rJ Non ~ DtMrIRI.... 1.1!I1.0CI,OO.OOQ 70.00.00,000~~ r:lNon CGnvwuIII 0eber1W,. (.$6..l1,1&.161. ('i3,41.M.M5)NoIDwIllI'Klll~M'ffQm long Itmlbor!'owinOl S.05.41e.1-o.~s- 3,10.2'1."'.000~d~. (3.10....... 150) (2,oe.Z1.31.4te)ShcartTerm ~ (MIlO ). H.t!> "'5 (:7.3J.U.6IO)COI'IlOt8tIII*"I:Itndw p8kI {251) (%51J~...,..... 1O,21.00GSNKt ~jlltll dICei..-.d (Net oIIHUe~l) '1.11.!2.141)~ Cnh flow InCM"Of ~ Actlvltit. (c.) "11,Ot,40.t40 1,~.lI,la.HI

NaIIl'lcnlUe'(Ooc:ral.e) in Cd! Md C&tII~nt (A~i.(l (30.to.30.1I011 l<I.n.... .408~.., CW1equrvllllrllP.t trII ~ d "'.)'MI' .. 1).01.2).1<42 5.» ..2!-.4)6'.IIl_ c:.. '-~\I'."~t.tOleEMof".~"••,.,book' ".11,1:.940 -«I.OI.23.M2

..... : C....... ~n .. ~I1'10...,... .. _c.h I COIlqIfIN Of IN JoIIowt,.:-

I, Ca*le..nct ~ MII"IId 1,!iI.ll.J'9 •. f.t.54 .•a.II) ~ •• Ith &lnkt '

i..2t.n.211:t )'.04,10. 117obICu,......~-tn FhrM DtJlOlb. HMnt ·1IIdu~.... ...." ~III:JDtM, 3O.n.401 ;,4l... ,;a1

.... ,un ... ...uuu

IiImNIy of 'IfInIftI:;lntM&OUtItiftg"!kII. J1'lNi IICeOM=."tI~ ..... ~ PI" ot tn. ftNMI8I .... l'Itt'- __ " G'f.wncldlt

for.NII 011beMlf of tMBMrII G'f~:J!1If '_EM KIf P;IrICiOt'f' l.IrnI!"

.::: " ~- -.- - -(RA.IhlDJtA. KUMAR I!TIIt) I I~MAHACJING DIIlCTOil WHOLI TIM! OIR:ECTOA(DIH·_m,.) lOW' OU1~t41

I .;:1...0-\~,

17

Information Melnorandunl Private & ConfidentialDate: December 20. 2018 For private Circulation Only

(This Illfonnation Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

SECTION 5: REGULATORY DISCLOSURES

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

5.1 Documents Submitted to the Exchanges

The following documents have been 1 shall be submitted to the BSE:

(i) Memorandum and Articles of Association of the Issuer and necessary resolution(s) forthe allotment of the Debentures;

(ii) Copy of last 3 (Three) years audited Annual Reports;(iii) Statement containing particulars of, dates of, and parties to all material contracts and

agreements;(iv) Copy of the Board 1 Committee Resolution authorizing the borrowing and list of

. authorized signatories;(v) Certified true copy of the resolution passed by the Company at the Board Meeting held

on December Ith, 2018 authorising the Company to borrow, upon such terms as theBoard may think fit, upto an aggregate limit of INR 50,00,00,000/- (Rupees FiftyCrores Only);

(vi) Certified true copy of the resolution passed by the Company at the Annual GeneralMeeting held on June 19'" 2018 authorizing the Company to issue non-convertibledebentures on private placement basis for the current year to borrow, upon such termsas the Board may think fit, upto an aggregate limit of INR 2500,00,00,000 1- (RupeesTwo Thousand Five Hundred Crores Only);

(vii) An undertaking from the Issuer stating that the necessary documents for the creation ofthe charge, where applicable, including the Trust Deed would be executed within thetime frame prescribed in the relevant regulations/acts/rules etc. and the same would beuploaded on the website of the BSE, where the debt securities have been listed

(viii) Where applicable, an undertaking that permission/consent from the prior creditor for asecond or pari passu charge being created, in favor of the trustees to the proposed issuehas been obtained; and

(ix) Any other particulars or documents that the recognized stock exchange may call for asit deems fit.

5.2 Docnments Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee ID

electronic form (soft copy) on or before the allotment of the Debentures:

(i) Memorandum and Articles of Association of the Issuer and necessary resolution(s) forthe allotment of the Debentures;

(ii) Copy of last 3 (Three) years audited Annual Reports;(iii) Statement containing particulars of, dates of, and parties to all material contracts and

agreements;(iv) Latest audited 1 limited review half yearly consolidated (wherever available) and

standalone financial information (profit & loss statement, balance sheet and cash flowstatement) and auditor qualifications, if any;

(v) An undertaking to the effect that the Issuer would, until the redemption of the debtsecurities, submit the details mentioned in point (d) above to the Debenture Trusteewithin the timelines as mentioned in the Simplified Listing Agreement issued by SEBIvide circular No. SEBI/IMDIBOND/II2009/11l05 dated May II, 2009/Uniform LIstingAgreement as prescribed in SEBrs circular no. CFD/CMD/6/2015 dated October 13,2015 as amended from time to time, for/~~"p. u.blishing its half yearly/ annual

~~l?(~\~.\ 18

~~L.c;/4,,31'/~~

Information Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lien of a prospectus)

results. Further, the Issuer shall within 180 (One Hundred and Eighty) days from theend of the financial year, submit a copy of the latest annual report to the DebentureTrustee and the Debenture Trustee shall be obliged to share the details submitted underthis clause with all 'Qualified Institutional Buyers' (QIBs) and other existingdebenture-holders within 2 (Two) working days of their specific request.

5.3 Name and Address of Registered Office ofthe Issuer

Name: ESS KAY FINCORP LIMITED

Registered Office of Issuer: ESS KAY FINCORP LIMITEDGI&2, NewMarket,Khasa Koti Circle, Jaipur 302006

Corporate Office of Issuer: ESS KAY FINCORP LIMITEDG I&2, Adarsh Plaza.Khasa Kothi Circle, Jaipur 302006

Compliance Officer oflssuer: Ms. Anagha Bangur. Company Secretary

CFO of Issuer: Mr. Atul Arora,Phone No: 0141-4161340

Corporate Identification Number: U65923RJI994PLC009051

Contact Person: Mr. Vivek Singh

Auditors of the Issuer: B SR& Co.LLP

Trustee to the Issue: Beacon Trusteeship Limited

Registrar to the Issue: Karvy Computcrshare Private Limited46"Avenue, 4th Street.No.l , Banjara Hills.Hyderabad-500034Tel: +91 4033211000,67162222Email: [email protected]

Credit Rating Agency CARE Ratings

Trustee to the Issue: Beacon Trusteeship Limited4C& D, Siddhivinayak Chambers,Santacruz (E). Mumbai- 400 055Tel: +91 2226558759Email: contact·(/.b~acoJJtrlltcc.co.il1

Registrar to the Issue:

19

Information Menlorandum Private & ConfidentialDate: December 20. 2018 For Private Circulation Only

(This Information Memoranduln is neither a prospectus nor a statement in lieu ofa prospectus)

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

(a) Overview

ESS KAY FINCORP LIMITED (Ess Kay) is registered as an Asset Financing Non-BankingFinancial Corporation (NBFC-AFC) with the Reserve Bank of India. It was incorporated in 1994and is primarily engaged in financing of commercial vehicles - mostly light commercial vehiclesand multi utility vehicles. Its corporate and registered office is in Jaipur, Rajasthan

It provides loans primarily to first time buyers and small transporters for purchase of used vehicles.The Issuer's experienced management team, knowledge of local market, good franchise inRajasthan, good systems and processes, control on asset quality indicators and adequateprofitability are credit the positives for the company.

MAIN OBJECTS AND BUSINESS OF THE ISSUER

i. Current Corporate Status:

The Issuer was incorporated as a private limited company under the Companies Act of1956 on 21st November 1994 and is registered with the Reserve Bank of India as a nondeposit accepting NBFC and converted from a private limited to public limited companyunder the Companies Act of 2013 on September 04, 2017. The Issuer derives the followingbenefits of being registered as an NBFC.

• Access to Funds: Commercial lenders have greater comfort lending to a regulated NBFCwith transparent ownership. As an Issuer, Ess Kay can raise equity and offer commercial

returns.

• Diverse Funding Sources: An NBFC can access commercial investors and internationalcapital markets, diversifying away from donors or members as equity funders.

• Commercialisation: Classifying Ess Kay as an NBFC increases its commercial credibilityand integrates it and its clients into the formal financial sector which ultimately increases

its outreach potential.

• Mainstream Resources: As a for-profit commercial NBFC, Ess Kay will be more likely toattract mainstream capital resources which Societies or Trusts would find difficult to

attract.

• Regulatory Coverage: As Ess Kay grows in size, operating as an NBFC within theregulatory framework mitigates risks from political and regulatory intervention.

• Stakeholder Involvement: As an NBFC, Ess Kay can bring a variety of stakeholders to thetable, including clients, management, employees and investors.

ll, Business St:glln:Jlls

Ess Kay lends financial assistance in the form of loans, to help meet customers' needs inthe transportation life cycle from end-to-end. We finance Heavy Commercial Vehicles(HCV). Medium Commercial Vehicles (MCV), Light Commercial Vehicles (LCV), MultiUtility Vehicle (MUV), Cars, Two - Wheelers and MSME financing. Apart from financingnew vehicles, we have Refinancing loans avai~~ for used and pre-o"l1ed vehicles of allkinds and brands . :" -c,

~y {:LX/-"}~.,

<.P.;y >i;l+~

20



PRODUCT DETAILS

Product Features Purpose Eli2ibilityVehicles loans Secured by Purchase of vehicle Self-occupied

hypothecation of individualsvehicle

MSME Secured by mortgage Expansion of business Self-occupiedof property residential and

commercial propertyIndividuals

(b) ORGANIZATIONSTRUCTURE

':':'~1\Ur..... !_

----, ~~,_~._;C;

"'- Sec"",\,

~~·-I--r-l\CS, 4CS,"'~""'''~-

F0'4

~

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

Parameters Audited Audited Audited Audited

~~ ~!'i>~r-15 31-Mar-16 31-Mar-17 31-Mar-18L)~II.- .. 21~'3-

~ + o~::;

· Information Memorandum Private & ConfidentialDate: December 20. 2018 For Private Circulation Only


(in Lakhs ) (in Lakhs ) (in Lakhs) (in Lakhs)

Total Debt 29,689 42,136 61462 89763

_Non-current maturities of long term Borrowings 14,921 22,615 30198 42815

- short tenn borrowings 1,650 7,331 4597 8523

_Current maturities of long term Borrowings 13,118 12,191 26667 38425

Net Fixed Assets 341 498 1016 1230

Non-Current Assets 17,766 26,390 38367 69175

Cash and Cash equivalents 2,476 2,637 5543 2937

Current investments - - - -

Current Assets 20,884 27,128 37714 51696

Current liabilities 17,308 22,257 37811 569H

Assets Under Management 38,781 52,562 82449 128198

Off balance sheet assets 7,639 8,310 24931 27155

Interest Income 7,284 9.403 12056 16931

Interest Expense 4,073 4,749 6570 8479

Provisioning for loan portfolio 148 436 674 1206

PAT 905 1,201 1230 2195

Gross NPA (%) 1.42% 1.85% 4.22% 3.37%

NetNPA (%) 0.91% 1.42% 3.41% 2.57%

Recognition of NPA 180days 150 days 120 days 90 days

Tier I capital AdequacyRatio (%) 17.06% 14.60% 11.56% 16.72%

Tier II Capital Adequacy Ratio (%) 2.64% 5.52% 6.20% 3.52%

(c) Gross Debt: Equity Ratio ofthe Company as of September 30, 2018

Before the issue of debt securitiesAfter the issue of debt securities (As on Nov 30, 2018)

5.312.55

CalculationsBefore the Issue, as on September 30, 20t8, debt-to-equity ratio is calculated as follows>

EquityDebtlEguity

1280.25241.005.31

Subsequent to the issue, debt-to-equity ratio shall be calculated as follows(As on Nov 30, 2018):-

1335.21524.352.55

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

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

(a) Details of Share Capital as on last quarter end, i.e., 30.09.2018



AuthorisedEquity share capital 5,75,00,000Preference share capital NilTOTAL 5,75,00,000

Issued, Subscribed and Fully Paid- UPFquiry share capital 1,~O,()1 ,<lOO

Preference Shares NilMoney received against Share warrants 18,81.68.355TOTAL 22,32,60,255

(b) Changes in its capital structure as on last quarter end i.e, 30.09.2018 for the last fiveyears:

Changes in its capitalstructure as on last quarter Change in Authorised Share Capitalend i.e. June 30, 2018 for the (Equit)· and Preference) (Rs.) Particularslast five years: (since June 30,

2013 to June, 2(18)Date of Change (AGMI Existing Revised Change in

EGM) capital (Rs.)3 I.12.2010 12.500,000 25,000,000 +12,500,0003l.l2.20 II 25,000,000 25,000,000 -31.12.2012 25,000,000 45,OOO.000(E.S.) +20,000,000

12,500,OOO(P.S) +12.500,000

3l.l2.20 1345,OOO,Ooo(E.S) 45,llOO,Ooo(E.5,) -12.500.000(P.S) 12,500,OOO(P.5)

3l.l2.201445,000,Ooo(E.S.) 45,OOO.000(E.S) -12,500,OOO(P.S) 12.500,OOO(P'S)

3l.l2.201545,OOO,OOO(E.S.) 45,OOO,OOO(£S.) -12,500,OOO(P.S) 12.500,OOO(P.S)

31.03.201745,OOO,OOO(E.S.) 45,OOO,OOO(E.S.) -12,500.000(P.S) 12.500,OOO(P.S)

5.12.201745,OOO,000(E.S.) 5,75,OO,OOO(E.S.) -12,500,000(p.S)

30.09.2018 3,77,33,200(E.5)5,75,00,000(E.5.) -

(c) Equity Share Capital History of the Company as on last quarter end i.e. 30.09.2018for the last five years:

Asha Kothari 3650 100 500

31.03.2010 MantraTrading 2000 100 500Company

(\>~,

(No. of No, of Equityshares '" equity share Premiu

Issue price) shares Capital m (in

1,825,000 Equity123,15 12,315,0000 transferred

on22.12.201123

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to

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'lnfon-nation MemorariaUlll --_ ..... , ~ ,. -"Pri'vate & Corinael1'tialDate: December 20, 2018 For Private Circulation Only

(This Information Memorandum is neither a prospectus nor a statement in lieu or 3 prospectus)

5.6 Details ofthe shareholding of the Company as on the latest quarter end

(a) Shareholding pattern of the Company as on last quarter end, i.e. 30.09.2018

TotalTotal Number of

Sr. Name of the Shareholder I Face Number ofpercentage shares heldof

No. Particulars Value equity Shareholdiin Demat

shares Formng

I Rajendra Kumar Setia 100 9014150 47.78% 9014150

2 ShaHni Setia 100 727100 1.85% 727100

3 Yash Setia 100 650 0.00% 650

.. Bbajan Devi Setia 100 650 0.00% 650

5 Rajendra Kumar Selia HUF 100 62,500 0.33% 62,500

6Norwest Venture Partners X- 100 4291200 22.75% 4291200Mauritius

7 Baring Private Equity India AIF 100 1540400 8.17% 1540400

8 Karma Holdings Mauritius Limited 100 464850 2.46% 464850

9 E,'olvence Coinvest I 100 1443800 7.65% 1443800

10 Atul Arora 100 650 0.00% 650

Total 1,88,66,600 1,88,66,600

Notes: Details ofshares pledged or encumbered by thepromoters (ifany): None

(i) List of top 10 holders of equity shares of the Company as on the latest quarterend, i.e, 30.09.2018:

Sr.Total Number of

No Name of the Shareholder I ParticularsFace Number of Total percentage of shares held

Value equity Shareholding in Dematshares Form

I Rajendra Kumar Selia 100 9014150 47.778% 9014150

2 Shalini Setia 100 727100 3.854% 727100

3 Yash Setia 100 650 0.003% 650

4 Bhajan Devi Setia 100 650 0.003% 650

5 Rajendra Kumar Selia HUF 100 62,500 0.331% 62,500

6 Nnrwest Venture Partners X- Mauritius 100 4291200 22.745% 4291200

7 Baring Private Equity India AIF 100 1540400 8.165% 1540400

8 Karma Holdings Mauritius Limited 100 464850 2.464% 464850

9 Evolvence Coinvest I 100 1443800 7.653% 1443800

10 Atul Arora 100 6500.003% 6S0

Total1,88,66,60 1,88,66,6000-

26



5.7 Following details regarding the directors of the Company':

(a) Details ofthe current directors ofthe Company:

This table sets out the details regarding the Company's Board of Directors as on date of theInformation Memorandum:

Directo DirectorS. Name of the Designatio Date of Address DIN PAN r of the in otherNo. Directors n Birth compan

v since company

2 CHA 12JAWAH

Rajendra Managing OU)7.196 AR 009573 AGWPSO 2LlLlI NAGAR NA

Kumar Setia Director 9 JAIPUR74 094A 994

302004RJ IN2 CH 12JAWAH

Whole- 04.06.197 AR 028176 ABXPS38 010122 Shalini Setia time NAGAR NA

director2 JAIPUR 24 55K 010

302004RJ IN703. DEYPLAZA, DevenioNEARTEJASW

Optimus

ANIAdvisors

HOSPITPrivate

3Amar Lal Independen IHl3.195

AL.052281 AKDPD8 ()104.2 Limited

Daultani t Director 5 KADRI56 573G 016 Ativir

TEMPLEStock

ROADBraking

MANGAPrivate

LORELimited

575002RMZlnfotechPrivateLimitedRMZ

H. No.Ecoworld

LCG804lnfrastruct

A.ure Private

Sushantlimited

Lok - L RMZ

4 Munish Alternative 03.04.196 Labumu016838 AAFPD79 26.02.2 Infratech

Dayal Director 6 36 54D 018 Privatem LimitedApartmen ManappurLGurgaon- am Home

Finance122002 Limited

StarkannaRealtyHoldings

~CQ, ~IndiaPrivatelim~Uc 27

~-:<. ~ s: ~.~~~--~.

Ul<py).&

. Information MemorandumDate: December 20. 2018

. Private & Conlidellt!alFor Private Circulation Only

(This Information Menlorandum is neither a prospectus nor a statement in lieu of a prospectus)

itedInfrasoftTeclmologiesLimitedProactiveDataSystemsPrivateLimitedIYCAssociationRMZConsultancyServicesPrivateLimitedMMTCLimitedSterlingHolidayResortsLimitedFive-StarBusiness

22/1. Finance

Warren Limited

5Anand Additional 0406.196 Road. 002434 AACPAI 07.04.2 Five-Star

Raghavan Director I Mylapore 85 877D 018 Housing

Chennai Finance

600004 PrivateLimitedChennaiIntemationaI CentreNaniPalkhivalaArbitration Centre

.Company to disclose name or the current directors who are appearing in the RBI dejel1llterlistand or ECGC default list. ifany: Nil

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

Date of Resignation

Name Designation DIN Date of Appointment (in case of Remarksresi!!nation)

Anshuman IndependentAppointment

2276712 20.05.2014 25.03.2015 and

Goenka Director Resignation

Sanjiv Nominee 2408616 25.03.2015 Appointment

Singhal Director-

Govind Independent 6724172 29.12 2014 01.04.2016 Appointment

Saboo Director \r~a ~ 28

~)' S))~ ~,



Amar Chand IndependentAppointment

7144359 25.03.2015 8.05.2018 andChug Director ResignationArjun Das Director 469127 21.11.1994 29.09.2015 ResignationSetiaArnar Lal Independent 5228156 0104.2016 - AppointmentDaultani DirectorSanjiv Nominee 2408616 30.12.2018 ResignationSinghal Director

Rahul Bhasin Nominee 00236867 30.12.2018 05.09.2018 AppointmentDirector

Munish Alternative 01683836 26.02.2018 AppointmentDaval DirectorAnand Additional 00243485 07.04.2018 AppointmentRaahavan Director -AmarChand Independent 7144359 25.03.2015 08.05.2018 ResignationChug Director

5.8 Following details regarding the auditors of the Company:

(a) Details of the auditor of the Company:

Name Address Auditor since RemarkB S R& Co. LLP 5,,,Floor ,Lodha Excelus Apollo Mills 1109.2018 NA

Compound N.M Joshi Marg MahalaxmiMumbai-4000 II

Details of change in auditors since last three years:

Name Address Date of Auditor Remarkappeintment sinceI resignation

Gopal Ghiya and B-49 GautamMarg Hauuman Nagar 30.09.2014 Since NILAssociates Jaipur-302021 incorporation

i.e.24.I 1.1994to30.09.2014

Mis B S R & Co. LLP 5th FloOL Lodha Excelus Apollo 11.09.2018 1109.2018 NILMills Compound N.M. Joshi Marg. toMahalaxrni, Mumbai, Maharashtra- 0109.2023400011

5.9 Details of borrowings ofthe Company, as on latest quarter end 30.09.2018

(a) Details of Secured Loan Facilities (as on September 30, 2018):

Principa SecurityCumula Itive Amount Repayme Primary Percent

Lender's NameType of Amount Outstan nt Security age ofFacility Sanctio ding as Date/Sche (book debt Cash

ned (Rs. on dule hypotheea CollateC ~temb tion) ralM£ 30,

L)! 29 .?:1 ;c: ;;:<fl -,f) 'I;,) 00

+



2018(Rs.Cror

e.)

RBL Bank LimitedTenn 15.00 8.50 30 months 133%

Loan NA

RBL Bank LimitedTenn 22.90 36 months

133%

Loan 18.95 NA

HDFC Bank LimitedTenn 15.00

0.45 36 months 133%Loan NA

HDFC Bank LimitedTenn 10.00


HDFC Sank LimitedTerm 10.00


HDFC Bank LimitedTenn 15.00 15.00 48 Months 133%Loan NA

Bank of IndiaTenn 15.00

7.90 42 months 133%Loan

NA

111e South Indian Bank LimitedTenn 5.00 48 months 125%Loan 2.00 NA

The South Indian Bank LimitedTenn 12.00 48 months 125%Loan 6.81 NA

Kamatnka Bank LimitedTenn 5.00


NA

Karur Vysya BankTenn 15.00


NA

Tamilnad Mercantile Bank LimitedTenn 10.00 42 months 133%Loan 1.94 NA

Oriental Bank of CommerceTenn 20.00


Oriental Sank of Commerce re-m 10.00 5.83 36 months 120%

LoanNA

State Bank of IndiaTenn 15.00 36 months 133%Loan 2.47 NA

Deb Bank LimitedTerm 10.00


NA

Dcb Sank LimitedTenn 13.00


NA

Yes Bank LimitedTerm 45.00

18.58 18months 133%Loan

NA

Andhra BankTenn 15.00


NA

f----" rerm 14.72Axis Sank Loan

25.00 42 months 120% NA

Vijaya BankTenn 5.00


Au Small Finance BankTenn 55.00 31.03 39 months 110%Loan

NA

An Small Finance Bank -IITenn 2500 23.21 42 months 110%LOan

NA

Indusind Bank LimitedTenn 25.00


NA

Utkarsh Small Finance BankTenn 20.00 36 months 110%Loan 16.67 NA

Small Industries Development Tenn 15.00 11.00 66 months 133%Bank ofindia II Loan

NA

Hinduja Leyland Finance LimitedTenn 5.00~_

0.97 36 months 110%Loan .o~.0,= NA

,~(~~ 30

J-



Hinduja Leyland Finance Limited Tenn lO.OO 3.44 36 months 110%Loan NA

Hinduja Leyland Finance Limited Tern! 17.00 9.87 36 months 110%Loan NA

Hinduja Leyland Finance Limited Tenn 7.00 4.56 36 months 110%Loan NA

Hiuduja Leyland Fiuauvc Limited Tenn 7.50 5.66 )G ruonths 110';0Loan NA

Hinduja Leyland Finance Limited Tcnn 20.00 17.10 361TIonths 120%Loan NATata Capital Finance Service Tenn 15.00 8.92 36 months 120%Limited Loan NAMahindra &Mahindra Finance Tenn 30.00 6.34 12months 110%Services Limited Loan NAMahindra &Mahindra Finance Tenn 50.00 12months 110%Services Limited Loan 31.82 NA

Bajaj Finance LimitedTenn 20.00 15.38 42 months 120%Loan NA

Nabkisan Finance Limited Tenn 15.00 13.12 51 months 110%Loan NA

Manappuram Finance Limited Tenn 25.00 19.64 42 months 110%Loan NA

.CLLXCapital India UnlimitedTenn 30.00 22.61 361110nths 133'YoLoan NA

Fedbank Financial Service LimitedTcnn 15.00 9.21 12months 110%Loan NA

Magma Fincorp LimitedTenn 10 00 8.04 36 months 100%Loan NA

Tata Capital Finance Service Tenn 5.00 4.58 36 months 120%Limited Loan NA

Fedbank Financial Service LimitedTenn 5.00 5.00 48 months 110%Loan NA

Fedbank Financial Service LimitedTerm 5.00 5.00 12months 110%Loan NA

Total 739.40 440.17

(b) Details of Unsecured Loan Facilities (as on 30.09.2018):

AmountPrincipal

Lender's Name Type of Sanctioned Amount Repayment Date/ScheduleFacility (in crore)

Outstanding(in crore)

Capital First Limited Term Loan 15.00 15.00 24 month

Capital First Limited Tenn Loan 20.00 20.nO 72 month

(c) Details of Non-Convertible Debentures: (as on 30.09.2018):

Amount Date of RedemptionSecur

DebentureTenorlPer Coupon Credit ed/

Seriesiod of (Rate of (Rs in allotmen Date! Rating Unse

SecurityMaturity Interest) Crore) t Schedule

cured

18.00% 1650.0015110120 1511012017 CARE Unseen NIL1-1650 5 Years 12 BBB- red

11000~20 Rs. 275.00 CARE Sccur Book

1651-2750 4 Years 12.20% ;W'Z~ Lacs BBB ed Receivables to

~?-r(:fU~ 31

<J) -<l'_y ~'Y

+ C>

· Information Memorandum Private '& ConfidentialDate: December 20,2018 For Private Circulation Only


repayable the extent of

each at 125 % of the

31.03.2014. outstanding

31.03.2015. Principle

31.03.2016, Amount

31.03.2017120% of theaggregate ofthe outstandingprincipalamount of the

533.33 Lacs Debentures or

each at 100% of the

3005.2015, aggregate of

30.11.2015, the outstanding

28/051203005.2016, CARE Secur

principal

2751-3230 5 years 14.75% 4800.00 1430.11.2016. BBB ed

amount of the

30.05.2017. Debentures30.11.2017, and the val ue30.05.2018, of all future

30.11.2018, interest30.05.2019 payments on

thoseoutstandingDebentures.whichever isgreater.Secured byway ofhypothecation

3231- 12.05% 21112/20 05/0212019 CARE Seeurof book debt

1921853.37 years PA

944.775 15 05/0512019 BBB edwhich shall bemaintained at110%ofdebentureoutstanding. I

192186- 6 Years 13.00% 2000.0029/09/20 29/09/2022

CARE Unseen NIL192385 16 BBB- red

192586- L5 Years 11.50% 15.00 20-Mar- 20-Sep-18 CARE Secur Nil

194085 17 Quarterly BBB edinstalmentsafter aperiod of9months

194086- 1.5 Years 12.50% 15.00 21-Mar- 21-Sep-18 CARE Unse NIL

195585 17 Quarterly BBB curedinstalmentsafter aperiod of9months

195586- 42 months Market 25000000 12/07117 12/01121 [CAR Unse NIL

195835 Linked 0 EJ curedBBB+

195836- 15 months 11.00% 15000000 16/08/18 16/02118 [CAR Secur And first

197335 0 R;\('~ 16/05/18 EJ ed exclusiveto' 32

~)- :/5- C.,.~ s:~ -<f>~ + 0»>'"



16/08118 BBB+ charge with16/11118 1.33times

(133%)security coverover the bookdebts of the\,.:UUIIRUI)' .

197336· 36 Months Market 15000000 18/08117 18/08/2020 [CAR Secur Exclusive204835 Linked 0 E] ed charge via a

BBB+ deed ofhypothecationover specificstandard assetportfolio ofreceivables('"Company'sReceivables")coveringsecurity ofl.lX at alltimes & Paripassu chargeover theimmovableproperty of theCompany.

204836· 24 Months 10.85% 20.00.00.0 27 31.01.2018 INDA Secur Exclusive205035 Monthly 00 Decembe 28.02.2018 (SO) ed charge via a

r 2017 30.03.2018 deed of30.04.2018 hypothecation31.05.2018 over specific29.06.2018 standard asset31.07.2018 portfolio of31.08.2018 receivables28.09.2018 ('"Company's31.10.20 18 Receivables")30,11201831.12.2018 covering

31.01.2019 security of28.02.2019 l.2X at all29.03.2019 times& Pari30.04.2019 passu charge31.05.2019 over the28.06.2019 immovable31.07.2019 property of the30.08.2019 Company.30.09.201931.10.201929.11.201927.12.201931.01.2018 Exclusive

205036· 28 28.02.2018 IND charge via a

205335 24 10.85% 30,00,00, Dccemb 30.03.2018 A Sec deed ofMonths Monthly 000 er 2017 30.04.2018 (SO) ured hypothecatio

31.05.2018 n over;/ ~~ 29.06.2018 i specific --If"f (. 33 _~-->. ~~ s: . .........\(0 -'\"ll~ (»'1',',' + 0""'.

· Information Memorandum ,.. . Private 's: Confidential " .Date: December 20, 2018 For Private Circulation Onlv


31.07.2018 standard31.08.2018 asset28.09.2018 portfolio of31.10.2018 receivables30.11.2018 ("Company's31.12.2018 Receivables31.01.2019 ) covering28.02.2019 security of29.03.2019 1.2X at all30.04.2019 times & Pari31.05.2019 passu charge28.06.2019 over the31.07.2019 immovable30.08.2019 property of30.09.2019 the31.10.2019 Company.29.11.201927.12.201916.02.201816.03.2018 Exclusive18.04.2018 charge via a18.05.2018 deed of18.06.2018 hypothecatio18.07.2018 n over17.08.2018 specific18.09.2018 standard18.10.2018 asset16.11.2018 portfolio of

18th18.12.2018 [CAR receivables

205336- 24 10.60%3500000 January

18.01.2019 EJ Sec ("Company's

205685 Months 00 18.02.2019 BBB ured Receivables_..2018 18.03.2019 + ) covering

18.04.2019 security of17.05.2019 1.2X at all18.06.2019 times & Pari18.07.2019 passu charge16.08.2019 over the18.09.2019 immovable18.10.2019 property of18.11.2019 the18.12.2019 Company.17.01.202030.032018 Exclusive30.04.2018 charge via a31.05.2018 deed of29.06.2018 hypothecatio31.07.2018 n over31.08.2018 specific

nth28.09.2018 [CAR standard

20'6S6- 22 10.60%2',00,00, Februar

31.tO.201S EI Sec asset

205935 Months 000 30.11.2018 BBB ured portfolio ofy,2018 31.12.2018 + receivables

31.01.2019 ("Company's28.02.2019 Receivables"29.03.2019 ) covering30.04.2019 security of31.05.2019 I.2X at all

I~C'~ 28.06.2019 times & Pari

If( ~"',

34

'). ~'1



31.07.2019 passu charge30.08.2019 over the30.09.2019 immovable31.10.2019 property of29.11.2019 the27.12.2019 Company.

Exclusivecharge via adeed ofhypothecatio

1209.2018 n over12.10.2018 specific12.11.2018 standard12.12.2018 asset12.01.2019 portfolio of

12'h 12.02.2019 [CAR receivables205936· 18 9.75% 20,00,00, March, 12.03.2019 E] Sec ("Company's207935 Month 000 12.04.2019 BBB ured Receivables"

2018 12.05.2019 + ) covering12.06.2019 security of1207.2019 1.2X at all12.08.2019 times & Pari12.09.2019 passu charge

over theimmovableproperty oftheCompany.First ranking,exclusiveandcontinuingcharge onidentifiedreceivables("Hypothecat

CAR ed

207936· 1277 Linked to 25,00,00, 15th BulletE pp.

Sec Receivables"Reference May MLD ) covering

210435 Days Index 000 2018 Payment BBB ured security+ ofl10.0%

(OneHundred andTen Percent)the aggregateamount ofprincipaloutstandingof the NCDs

26.11.2018 The

24.05.2019 Debenture

24th 25.11.2019 CAR shall be first210436· 36 11.23% 75,00,00, May 25.05.2020 E Secu ranking211935 Months p.a 000 2018

BBB red exclusive24.11.2020 + charge on/~-r~ 24.05.2021

/~r/:-'_"~~ Hypothecated!, Assets of'. ,

......... ~ J. .I~ _j~\! " . ...3~...,...._. -,,'~\f; :::;l/,> ~'\ > :

· In'fornl"aiion Memorandum " .... , .,,' t'rivate '& L:ontidentiarDate: December 20, 2018 For Private Circulation Only


211936-212435

14thJune2018

212436-213185

213186-213935

36Months

15months

36months

10.9007%p.a

10.85%XIRR

10.9007%monthlycoupon,compounded

50,00,00,000

75,00,00,000

75,00,00,000

3105.201929.05.20201106.2021

29thJune2018

28-09-201828-12-201829-03-201928-06-2019

27-09-2019

31201929202011

~7fJ.r"~f'.4921

27thJuly2018

May

May

June

Receivableswhich shallbe maintainedat 120xtimes ofdebenturesoutstanding.

BWRA

Secured

First ranking,exclusiveandcontinuingcharge onidentifiedreceivables(,"HypothecatedReceivables") coveringsecurityof! 05.O'Votheaggregateamount ofprincipaloutstandingof the NCDs

36

BWRA

Secured

Exclusivecharge via adeed ofhvporhecarion overspecificstandardassetportfolio ofreceivables("Company'sReceivables") coveringsecurity of105%aggregateamount ofprincipaloutstandingat all times& Pari passucharge overtheimmovableproperty oftheCompany.

BrickworkRatings(AStabl

Secured

First ranking,exclusiveandcontinuingcharge onidentified

Information Memorandum Private & ConfidentialDate: December 20, 20}8 For Private Circulation Only


February201918 March201918201918201918201918 July _jl

L_L _L ~ il~~~~-C-Q~~~~20~1~9~~--~---L ."Y ""~ August

,~J-r, Al~~

213936-214185

214186-214435

24Months

54Months

11.14%p.a

monthlyandpayableannually

10.45%XIRR

25,00,00,000

25,00,00,000

31"August2018

17'"September2018

01 March201902September201902 March202031 August2020

18September201818 October201818November201818December201818 January201918

April

May

June

e)

CAREA-

fNDA(SO)

receivables("HypothecatedReceivables") coveringsecurityofl05.0% theaggregateamount ofprincipaloutstandingof the NCDs

Seenred

first rankingexclusivecharge byway ofhypothecation in favourof theDebentureTrustee onbehalf of andfor thebenefit of theDebentureHolders overtheHypothecated Asset>

Secured

by Iway ofhypothecationof b ook debtswhic h shall bemail .uained at100 % ofdet .enturesoutstanding.

Secured

Pari passuC hargeovertheimmovableIrroperry.

.. J:L_""."

.j

, Information Memorandum Private '& ConfidentialDate: December 20, 2018 For Private Circulation Only


201918September201918 October201918November201918December201918 January202018February202018 March202018 April202018 May202018 June202018 July202018 August

i 202018September202018 October202018November202018December202018 January202118February202118 March202118 April202118 May202118 June202118 July

~. 2021,p ~

~

:I\'~ 38

S ('.-'=

.' d Private & ConfidentialIn10rn10tl00 Memcran Wll . . .

O 0 be 20 2018 For Private Circulation Onlyate: eeClll r , .

(This Information Memorandum is neither a prospectus nor a statement in lieu ora prospectus)

18 August202118September202118 October202118November202118December202118 January202218February2022

first rankingexclusive

22 March charge by2019 way of22 hypothecatio

September n in favourof the

214436 26th 2019 Debenture24 11.14% 75,00,00. 22 March- Months 000 Sept 2020 Trustee on

215185p.a 2018 behalf of and

22 August for the2020 benefit of the22 DebentureSeptember Holders over2020 the

Hypothecated Assets

Brick First ranking,work exclusive

10.9007 Ratin and% gs(A continuingmonthly 31 May Stabl charge oncoupon, 28th 2019 identified

215186- 36 compoun 75.00,00, Septem 29 May e) Secu receivables215935 months ded 000 ber 2020 red ("Hypothecat

monthly 2018 11 June edand 2021 Receivables"payable ) coveringannually security

of! 05.0% the'--- .

aggregate

(d) Details of Other Secured Loans as of September 30, 2018

Lender'sName

SecurityType ofFacility

Cumulative AmountSanctioned (Rs. In

PArincipatl Repaymentmoun

Outstandin I _~~~.L.~chedul!! .i\~ e-,

Primary PercentagSecurity e of Cash

(book debt Collateral

_..39

. Information MemorandumPrivate & Confidential

Date: December 2?: ~OI8.., For Private Circulation Onh(I Ius Infonnauon Memorandum IS neither a prospectus nor a statement in lieu of a prospectus) .

Lacs March 31, hypothecation2018 )

(Rs. Mn.)N/A N/A N/A N/A N/A N/A N/A

(e) List of Top 10 Debenture Holder(s)(as on 30.09.2018):

S. No. Name of Debenture HoldersAmountOls (Rs.inCrores)

I. Axis Mutual Fund3208

2. Principal Mutual Fund26.25

3. Reliance Mutual Fund25.00

4. Northern Arc Capital L &Unifi Air23.86

5. AK Capital Services Limited20.00

6. IFMR FIMPACT Long Term Multi Asset Class Flmd20.00

7. IFMR Capital Finance Private Limited- NCD20.00

8. SundaramMutual Fund17.50

9. Ncdcrlandsc Financicrillgs - Maatschappi Veer Financial Institutions (FMO) 16.00

10. Scient Capital Private Limited15.00

Note: Top 10 holders (in value terms, on cumulative basis for all outstanding debentures issues)

details should be provided

(f) The amount of corporate guarantee issued by the Issuer along with the name of thecounterparty (like name of the subsidiary, JV entity, group company, etc) on behalf ofwhom it has been issued. (if any): Nil

(g) Details of Commercial Paper:

(h) Details of rest of the borrowing (if any including hybrid debt like FCCB, OptionallyConvertible Debentures I Preference Shares) as on 30.09.2018: Nil

Party Type AmounName (In of t

Princip Creditease or Fncilit Santtio

.1 RatingSecuNd! RepaymenfDatel Schedule Security

Facility)! yl nedlAmount Schedule

Unsecured

lnstrumen Instru IssuedOS

t Name ment :::..

NIA N/A N/A N/A N/A N/A N/A NIA

(i) Details of all defaultls andlor delay in payments of interest and principal of any kindof term loans, debt securities and other financial indebtedness including corporateguarantee issued by the Issuer, in the past 5X~tV~J?/)~" ~o

(i)~. ...I ~l\y ,\ ., :.:..:,;\~

Information MemorandumDale: December 20, 2018 , For Private Circulation Only

(This lnformatiun Memorandum is neither a prospectus nor a statement in lieu of a prospectus)

Private & Confidential

U) Details of any outstanding bo rrowings taken I debt securities issued where taken Iissued (i) for consideration other than cash, whether in whole or part, (ii) at apremium or discount, or (iii) in pursuance of an option: Nil

5.10 Details of Promoters of the Company:

(a) Details of Promoter Holding in Company as on latest quarter end, i.e. 30.09.2018:

Sr No Name of the shareholders Total NoEquityshares

of No .of sharesin Dematform

NoTotalshareboldingas % ortota!no of equitysbares

of % ofshares sbaresPledged pledged

withrespecttosharesowned

N/A

..I .• ••••

•••< < :. .'

l. Rajendra KWHarSetia 9014150 9014150 47.778% N/A

2. Shalini Selia 727100 727100 3.854% N/A, Yash Selia 650 650 0.003% N/AJ.

4. Bhajan Devi Setia 650 650 0.003% N/A5. Rajcndra Kumar Selia HUF 62,500 62,500 0.331 ~" N/A

N/AN/A

N/AN/A

5.11 Abridged version of the Audited Consolidated and Standalone Financial Information(like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at leastlast th r ee years and auditor qualifications, if any.

Note: Financial Information submitted must be tn line with the timelines specified in the SimplifiedL' Aid C I SEBIIMDBONDI 20091I 05 d. 1M II 2009isung sgreement. tssuec VI e trcu or no. , atee av

Profit and Loss Statement (INR) 31.03.2016 31.03.2017 31.03.2018Audited Audited Auditcd

Interest Income 94.03.13.455 1.20.56.-16.337 185.69.43.000Less: Interest Expenses 47.49.48.835 65.69.90.658 89.45.06.000Net Interest Income 46,53,64,620 54,86,55,679 96,24,37,000Other Income 21.75.35.475 36.6~.I~A96 41.63.56.000Total Income 68,29,00,095 91,50,70,175 137,87,93,000Operating Expenses H.4 7.31.286 G5A7.22.205 88.85.62.000Provisions& Write Offs 4.36.02,174 5.59.92.900 13.76.2H100Operating Profit 19,45,66,635 20,43,55,070 35,26,07,000Depreciation 86.84,425 1.61.32.389 2.33.62.000Profit Before Tax 18,58,82,210 18,82,22,681 32,92,45,000Provisions for tax 6.57,73.093 6.52.37.081 10.97.22.000Profit After Tax tz,o 1,09,117 12,29,85,60() 21,95,23,000

Balance Sheet (INR) 31.03.2016 31.03.2017 31.03.2018Equity capital 3.22.35.500 2.70.70.900 3.50.92.000Reserve& Surplus 70,74,92.272 83.56.41.022 2,02.79.16,000TNW (A) 73.97,27,772 86.27.11.922 2.06.30.08.000Total NonCurrent Liabilities 2,28.64.00.652 3. I 1.14.63.916 4.45.25.73.000Current Liabilities+ Provisions 2.22.56.59.708 3.78.10.59.719 5.69.44.40.000Total Outside LIabilities (B ) 4.51.20,60.360 6.89.25.23.635 IO.I~.70.13.000Total Liabilities ( A + B ) 5,25,17,88,132 7,75,52,35,557 12,21,00,21000Fixed assets (Net) 4.97.73.2~6 10.16.25.311 12.29.87.000Investments - ':'i.,\ r:f'l;;::J6.50.50.163 -Gross Advances 4.66.~2.H.7~1'IV ~30.27.785 11.16.13.13.000

'" \<:.- \\ 41l~,'I ..-~J;,»"1 ,

C

lnfonnation Memorandum Private & ConfidentialDale: December 20, 2018 For Private Circulation Onlv

(This Information Memorandunl is neither a prospectus nor a statement in lieu of a prospectus) .

Less: Loan Loss Reserve - - -Net Loan Outstanding 4.66.42.44.703 6.38.30.27.785 11.l6.13.13.000

Cash / Liquid Investments 26.36.51.550 55.42.57.843 29.37.IS.OOO

Other current assets 22.08.22.002 36.51.54.353 46.98.86.000

Deferred Tax Assets 1.76.97.256 4.32.72.147 6.23.65.000

Intangible Assets 19.11.401 21.7l.405 27.04.000

Other Non Current Assets 3.36.87.974 14.06.76.550 9.70.51.000

Total Assets 5,25,17,88,132 7,75,52,35,557 12,21,00,21000

5.12 Abridged version of Latest Auditedl Limited Review Half Yearly Consolidated andStandalone Financial Information and auditors qualifications, if any.

(Note: Financial tnformanon submitted must he in line with the timelines .Ipeel/ied in 'heSimplified Listing Agreement. Issued vide Circular no. SEBIlMf)·BOND.I20()911 05,dated MOl' 11 2009)-

Profit and Loss Statement (in INR lacs)For the period ended For the period ended

31-Mar-17 31-Mar-18

Revenue from Operations14.997 22.4S4

Other Income723 279

Total Re"cnue15,721 22,733

Expenses:Employee benefits expense

:1.167 SJ102

Finance costs6.916 8.'145

Depreciation and nmortisation161 23-4.

Provisions and bad debts written off560 1.376

Other expenses3.034 3.884

Total expenses13,838 19,441

Profit / (Loss) before tax1.882 3.292

Tax Expense

- Current Tax906 1.420

_Earlier Years Tax2 -I:l2

- DeferredTax-256 -191

Profit after tax1,230 2,195

Balance Sheet (in INR) 31-Mar-17 31-Mar-18

EQUITY AND LIABILITIES

\-rCO "

Information MemorandumDate: December 20, 2018 For Private Circulation Only


Private & Confidential

Shareholder's funds

Share capital 271 351

Reserves and surplus 8.356 20,279

Non-current LiabilitiesLong-term borrowings 30.198 42.815

Other Long tenn liabilities 614 1,153

Long-term provisions 303 557

Current liabilities

Short tenn borrowings 4.597 8.523

Trade Payable - -Other current liabilities 32,279 46.832

Short-term provisions 934 1,589

Total 77,552 122,100

ASSETS

Non-current assets

Fixed assets

(i) Tangible Assets 1.016 1.230

(ii) Intangible Assets 22 27

(iii) Capital Work in Progress - 97

(iv) Intangible Assets Under Development - -Non-current Investments - 467

Deferred Tax Assets 433 624

Long-term loans and advances 36.961 66.990

Other non-current assets 1,407 971

Current assets

Current investments 1.651 -Trade Receivables 189 23

Cash and bank balances 5.543 2,937

Short-term loans and advances 26.680 44,036

Other current assets 3,652 4,699

Total 77,552 122,100

5.13 Any material event/ development or change having implications on thefinancials/credit quality (e.g, any mater ';'If tory proceedings against theIssuer/promoters, tax litigations res ;irnJ'" ~~))terial liabilities, corpora:;

ry~ \Ull_ AI>;J;'-..'::::-, >/~

Information Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Onlv

(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) I .

restructuring event etc.) at the time of Issue which may affect the Issue or theinvestor's decision to invest I continue to invest in the debt securities.

The Issuer hereby declares that there has been no material event, development or change atthe time of issue from the position as on the date of the last audited financial statements ofthe Issuer, which may affect the Issue or the Investor's decision to invest! continue to investin the debt securities of the Issuer.

5.14 Names ofthe Debentures Trustees and Consents thereof.

The Debenture Trustee of the proposed Debentures is Beacon Trusteeship Limited. BeaconTrusteeship Limited has given its written consent for its appointment as debenture trustee tothe Issue and inclusion of its name in the form and context in which it appears in thisInformation Memorandum and in all the subsequent periodical conununications sent to theDebenture Holders. The consent letter from Debenture Trustee is provided in Annexure IIof this Information Memorandum.

5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of theIssue)1 credit rating letter issued (not older than one month on the date of opening ofthe Issue).

Copy of the rating letter and rationale from the Rating Agency will be provided prior to theIssue Open Date to each person to whom an offer has been made under this Information

Memorandum.

5.16 If the security is backed by a guarantee or letter of comfort or any other document Iletter with similar intent, a copy of the same shall be disclosed. In case such documentdoes not contain detailed payment structure (procedure of invocation of guaranteeand receipt of payment by the investor along with timelines), the same shall bedisclosed in the offer document.

NA

5.17 Names of all the recognized stock exchanges where (he debt securities arc proposed to

be listed:

The Debentures are proposed to be listed on the WDM segment of the BSE within 15 daysfrom the date the Debenture Trustee requests the issuer for listing. The Issuer shall complywith the requirements of the listing agreement for debt securities to the extent applicable toit on a continuous basis.

5.18 Other details:

(a) Debenture Redemption Reserve ("DRR") Creation:

As per Section 71 of the 2013 Act, any company that intends to issue debentures mustcreate a DRR to which adequate amounts shall be credited out of the profits of the companyuntil the redemption of the debentures. However, under the Companies (Issuance of ShareCapital and Debentures) Rules, 20 l4, non-banking financial companies are exempt fromthis requirement in respect of privately placed debentures. Pursuant to this exemption, theCompany does not intend to create any reserve funds for the redemption of the Debentures.

(b) Issue I instrument specific regulations:

44



The Issue of Debentures shall be in conformity with the applicable provisions of theCompanies Act including the relevant notified rules thereunder. the SEBI Debt ListingRegulations.the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations). and the applicable RBI guidelines.

(c) Application process:

The application process for the Issue is as provided in SECTION 8: of this InformationMemorandum.

5.19 A statement containing particulars of the dates of, and parties to all materialcontracts, agreements:

The contracts and documents referred to hereunder are material to the Issue, may beinspected at the Registered Office of the Company between 10.00 am to 4.00 pm onworking days.

S,Natureof ContractNo.

I Certified true copy of the Memorandum & Articles of Association of the Issuer.

2 Board Resolution dated December It" 2018 authorizing issue of Debenturesoffered under the terms of this Disclosure Document.

3 Shareholder Resolution(s) dated June 19", 2018 authorizing the borrowing bythe Companv and the creation of securi tv.

4Shareholder Resolution dated June 191h,20 18 authorizing the issue of non-convertible debentures bv the Company.

5 Copies of Annual Reports of the Company for the last three financial years.6 Credit rating letter as will be issued by the Rating Agency for the Debentures.

7 Letter from Beacon Trusteeship Limited dated December 1th.20 18 giving itsconsent to act as Debenture Trustee.

8 Letter for Register and Transfer Agent.9 Certified !rue copy of the certificate of incorporation of the Company.

10 Certified true copy of the tripartite agreement between the Company, theRegistrar & Transfer Agent and the NSDLlCDSL.

5.20 Details of Debt Securities Sought to be Issued

Under the purview of the current document, the Issuer intends La raise an amount of Rs.50,00,00,0001- (Rupees Fifty Crares Only) by issue of Partly Paid, Rated, Senior, Secured,Transferable, Redeemable, Non-Convertible Debentures, on a private placement basis.For further details of the Debentures, please refer to the terms and conditions of the debentures setout in SECTION 6: of this Information Memorandum.

5.21 Issue Size

The aggregate issue size for the Debentures is of Rs. 50,00,00,0001- (Rupees Fifty Crores Only)

5.22 Utilization ofthe Issue Proceeds


(This Information Menlorandunl is neither a prospectus nor a statement in lieu of a prospectus) .

The Issuer undertakes that the proceeds of this Issue shall be utilized for the deplOjroent of fundson its own balance sheet and not to facilitate resource requests of its group entities/parent company

/associates.

The Company undertakes that proceeds of this Issue shall not be util ized for the following purposesas specified in the RBI Master Circular No. DBR.BP.BC.No.5/21.04.l72/20l5-l6 dated July L

2015:

I) Bills discounted / rediscounted by NBFCs, except for rediscounting of bills discounted byNBFCs arising out of: Commercial vehicles (including light commercial vehicles) and twowheeler and three wheeler vehicles, subject to the following conditions: The bills should havebeen drawn by the manufacturer on dealers only: TIle bills should represent genuine saletransactions as may be ascertained from the chassis / engine number and; Before rediscountingthe bills, the bona fides and track record of NBFCs which have discounted the bills would be

verified.2) Investments ofNBFCs both of current and long-term nature, in any company / entity by way of

shares, debentures, etc. However, Stock Broking Companies may be provided need-basedcredit against shares and debentures held by them as stock-in-trade.

3) Unsecured loans / inter-corporate deposits by NBFCs to / in any company.4) All types of loans and advances by NBFCs to their subsidiaries, group companies / entities.5) Finance to NBFCs for further lending to individuals for subscribing to Initial Public Offerings

(IPO) and for purchase of shares from secondary market.

5.23 Issue Details

Security Name 11.1610% E55Kay Fincorp Limited 2024

Issuer/Company ESS KAY FINCORP LIMITED ("Esskay")

Promoter(s) R.1]endraKumar Setia

Debenture Trustee Beacon Trusteeship Limited

Rating Agene, CARELegal Counsel Not Applicable

IssuanceRated. Listed, Secured, Redeemable, Taxable. Non-Convertible Debentures to beissued on a partIvpaid basis.

RankingEach Debenturc issued by the Issuer will constitute direct and secured obligationsof the Issuer. The claims of the Debenture Holders shall be superior to the claimsof investors /Ienders of Tier I & Tier II Capital and subordinated debt and shallrank pari passu to all senior. secured indebtedness of the Issuer.

Each of the Debenture Holders shall inter-se rank pari passu in relation to theirrights and benefits in relation to the Debentures, without any preference or

privilege.Registrar & Transfer Karvy Computersharc Private Limited

AgentDepositorv NSDLIssuance mode Private Placement

Trading mode Dematerialized

Settlement mode ECSListing ListedBu~incss Days

Menna u dny (other then 0 Saturday. 0 Sunday or 0 Bank Holiday) on w-hich bunks

are open for general business in Mumbai

Business Day Convention • If any coupon payment date falls on a day that is not a working day, thepayment shall be made on the immediately succeeding working day.

• If the redemption date of the Debentures falls on a day that is not aworking day, the redemption proceeds shall be paid on the immediatelypreceding working day

• If the Maturity Date (also the last coupon payment date) of the

Debentures falls on iat is not a working day, the redemption

({y~~ 46

'\13- '( (...: , );s:., ' :y'. ,~,o0'.~ .,



proceeds and coupon payment shall be paid on the immediately precedingworking day.

Record Date 7 (Seven) Business Davs orior to Redemption Date of the DebenturesEnd Use The proceeds of the Issuance will be utilized for the following purposes:

• General corporate purposes• for the ordinary course of business of the Issuer including repayrnent/re-

financing of existing debt

No part of the proceeds shall be utilized directly/indirectly towards capital markets(debt or equity), land acquisition or usages that are restricted for bank financing.

Amount/Issuance Size INR 50,00,00,000 (Indian Rupees Fifty Crores Onlv)Face Value INR 100 (Indian Rupees One Hundred onlv) per DebentureIssue price Each Debenture will be issued on a partlv paid basisInitial subscription 50% of the Face Value of Debentures i.e. INR 25 CroresAmountAdditional Subscription SubscriberlDebenture Holder will subscribe the balance amount of the Face ValueAmount of the Debentures on Additional Subscription Date. Amounts are as follows:

6th March 2019: 50% of Face Value of Debentures i.e. INR 25 CroresAdditional Subscription 6th March 2019DateSecurity • Loans originated by the Borrower as per the End Use using the proceeds

of the Facility in accordance with the Portfolio Origination Criteriaspecified below shall constitute the "Portfolio".

• The Facility and all interest, additional interest. further interest, liquidateddamages, commitment charges, indemnification payments, fees, costs.expenses and other monies owing by the Borrower to the Lender, and allother present and future obligations and liabilities of the Borrower underthe Facility Documents (listed herein below) shall be secured on a firstand exclusive charge basis by way of hypothecation over the Portfolioand any other asset, property or right that the Borrower acquires using theproceeds of the Facility and such other assets of the Borrower(collectively referred to as the "Hypothecated Property") such that theSecurity Cover is met. Security Cover shall be met only with assets thatdoes not have any principal, interest, additional interest. fee or any otherexpected payments overdue ("Performing Loans") and for this purposethe Borrower shall replace any assets constituting the HypothecatedProperty that has one or more instalments of principal, interest, additionalinterest, fee or any other expected payments overdue with PerformingLoans that meets the Portfolio Origination Criteria on or before 10th ofeach month.

• The Borrower shall create, register and perfect the security over theHypothecated Property as contemplated above no later than 30 (Thirty)calendar days after the Deemed Date of Allotment by executing a dulystamped deed of hypothecation ('"Deed of Hypothecation") and tilingCHG-9 within the time period applicable.

• TIle Debentures shall be issued pursuant to a mortgage created over theImmovable Property by and under the DTMD (on a second charge basis).The Borrower shall create the mortgage over the Immovable Property interms of DTMD and register the DTMD with the jurisdictional sub-registrar of assurances on or prior to the Deemed Date of Allotment andshall file form CHG-9 in respect of the mortgage over the ImmovableProperty within 30 (Thirty) davs of the Deemed Date of Allotment.

Security Cover (times) I.Ox (One Decimal point Zero times)Minimum subscription INR LOO.OO,OOO (Indian Rupees One Crore Only)amountRating CARE A-Tenor 63 months from the Deemed Date of AllotmentRedemption Date 5'"March 2024Principal Renavment Bullet, payable on the Maturi(}erJaw ~.~

Redemption Value per At oar I/..y"r \'_ 47~1- s:-~~

Information Memorandum • Private & ConfidentialDate: December 20, 2018 For Private Circulation Onlv

(This Information Metuorandum is neither a prospectus nor a statement in lieu of a prospectus) .

debentureInterest Rate/CouponRate

11.1610%coupon (equivalent to 11.75%XIRR)

Interest Tvne FixedCounon payment MonthlyInitial Finn!! DateDav count basisDefault Interest Rate

Deemed Date of AltouncntActual!Actual

• In case of default in payment of interest and I or principal redemption onthe due dates, additional interest @ 2% p.a. over the Coupon Rate will bepayable by the Issuer for the defaulting period.

• In case of default by the Issuer in the performance of any of the covenantsof this Issuance, including but not limited to the financial covenants ofthis Issuance. additional interest @ 2% p.a. over the Coupon Rate will bepayable bv the Issuer for the defaulting period

EarlyRedemptionJOlltionallyAccelerated Prepayment

Not applicable

Interest on applicationmoney

I

Interest at the Coupon Rate (subject to deduction of income tax under theprovisions of the Income Tax Act. 1961, or any other statutory modification or reenactment thereof. as applicable) will be paid to the applicants on the applicationmoney for the Debentures for the period starting from and including the date ofrealization of application money in Issuer's bank account up to one day prior to theDeemed Date of Allotment

Where Pay-in Date and Deemed date of Allotment are the same, no interest onAoolication money is to be oaid

Transaction documents

Issue Schedule

Conditions Precedent

The Issuer has executed! shall execute the documents including but not limited tothe following, as required, in connection with the Issue as per latest SEBI!,'1lidelinesI Companies Act 2013 (as applicable) for issuance of NCDs throughPrivate Placement:

1. Letter appointing Trustees to the Debenture Holders:2. Debenture Trusteeship Agreement3. Mortgage cum Debenture Trust Deed:4. Deed of Hypothecation5. InformationMemorandum;6. Private Placement Offer Letter (Form PAS 4):7. Board Resolution authorizing tJus Issuance:8. Applicable Shareholder Resolutions under the Companies Act 2013:9. Rating Agreement with the aforesaid Rating Agency(ies) with respect to

this Issuance:10. Tripartite Agreements with the Depository(ies) and Registrar & Transfer

Agent

Issue Open DateIssue Close DatePay-in DateDeemed Date of Allotment

20th December 201820th December 201821" December 201821" December 2018

The Company shall fulfil the followmg Conditions Precedent the satisfaction of theDebenture Trustee and submit Conditions Precedent documentation whereapplicable to the Debenture Trustee, prior to the Pay in Date:

1. All corporate approvals from the Board of Directors and shareholders ofthe Issuer. if applicable, shall have been received for the issuance of theNCDs, and the execution, delivery and performance by the Issuer of theTransaction Documents in accordance with the Companies Act. 2013, theCompanies (Prospectus and Allotment of Securities) Rules. 2014. theCompanies (Share Capital and Debentures) Rules, 2014 and other rulesprescribed:

2. Execution of the D Trustee Agreement and Debenture Tmst48

Information Memorandum Private & Confidentia1Date: December 20, 2018 For Private Circulation Only


Deed, in a form and manner satisfactory to the Debenture Trustee shallhave taken place:

3. The Issuer shall have submitted to the Debenture Trustee the rating letterand rating rationale:

4. The Issuer shall have submitted to the Debenture Holders / DebentureTrustee, all required documents for the purpose of satisfying its respectiveKYC requirements:

5. The Issuer shall have submitted to the Debenture Trustee a certified truecopy of the constitutional documents of the Company (the Memorandumand Articles of Association and the Certificate of Incorporation)

6. The Issuer shall have submitted to the Debenture Trustee its auditedaccount statements for the most recent financial year or audited financialhalf-year

Conditions Subsequent The Issuer shall ensure that the following documents are executed/activities arecompleted as per the time frame stipulated in the Debenture Trust Deed

I. The Issuer shall immediately on receipt of funds, take on all necessarysteps to, including making all applicable filings in the Registrar ofCompanies and obtaining all necessary approvals including filing FormPAS 5 along with the Information Memorandum and Form PAS 3 alongwith requisite fee within prescribed timelines;

2. Receive final listing approval from the BSE within 15 calendar days fromthe Deemed Date of Allotment

3. The Issuer shall ensure credit of demat account(s) of the allottee(s) withthe number of NCDs allotted within 5 (Five) Business Days of theDeemed Date of Allotment

4. The Issuer shall ensure compliance with SEBI / Companies Act 20I3 (asapplicable) for issuance of NCDs.

49

· Information Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Onlv


Events of Default Customary for financings of this nature and others appropriate in the judgment ofthe Debenture Holders, including but not limited to:

I. Non-payment of any of the dues under tins Issuance, with a grace periodof 3 (Three) calendar days in case of delays due to technical reasons:

2. Default or trigger of event of default on any other indebtedness (crossdefault)

3. Misrepresentation or misleading information in any of the TransactionDocuments

4. Issuer is unable or admits in writing its inability to pay its debts as theymature or suspends making payment of any of its debts, by reason ofactual or anticipated financial difficulties or proceedings for taking It intoliquidation have been admitted by any competent court or a moratoriumor other protection from its creditors is declared or imposed in respect ofany indebtedness of the Company;

5. Insolvency, winding up. liquidation6. A receiver or liquidator, provisional liquidator, supervisor. receiver,

administrative receiver. admiuistrator. compulsory manager. trustee orother similar officer in respect of the Company or any of its assets isappointed or allowed to be appointed of all or any part of the undertakingof the Company:

7. Creditors' processes initiated against the company8. Repudiation of Transaction Documents9. Cessation of business10. Any material act of fraud, embezzlement misstatement, misappropriation

or siphoning off of the Issuer i Promoter funds or revenues or any otheract having a similar effect being committed by the management or anofficer of the Issuer

I L The Company has taken or suffered to be taken any action for reorgarlisation of its capital or any rearrangement. merger or amalgamationwithout the prior written approval of the Debenture Holders:

12. Promoters or key management personnel of the Company being declaredwillful defaulter

13. The promoteris andior the directors of the Company are accused of.charged with, arrested or convicted a criminal offence involving moralturpitude. dishonesty or which otherwise impinges on the integrity of thepromoteris andior director. including any accusations. charges andiorconvictions of any offence relating to bribery:

14. Erosion of 50% or more of the Company's net worth15. All or a material part of the undertaking, assets, rights or revenues of the

Company are condemned, seized, nationalised, expropriated orcompulsorily acquired. or shall have assumed custody or control of thebusiness or operations of the Company, or shall have taken any action forthe dissolution of the Company. or any acrion that would prevent theCompany, their member, or their officers from carrying on their businessor operations or a substantial part thereof, by or under the authority of anyGovernment or Government authority:

16. Occurrence of a Material Adverse Effect as determined by the DebenturcTrustee, acting solely on the mstrucuccs of the Majority Debenture

Holders.17. Change in management control without prior written consent from the

Debenture HoldersJ S. Any Transaction Docu xecuted and delivered. ceases to be inf.,._D)~ 50

~ ~cJi -

~~ • O>'J)'(



full force or becomes unlawful, invalid and unenforceable:19. A petition for the reorganization. arrangement adjustment winding up or

composition of debts of the Company is filed on the Company (voluntaryor otherwise) or have been admitted or makes an assigrunent for thebenefit of its creditors generally and such proceeding is not contested bythe company for staying, quashing or dismissed within 15 (Fifteen) days

20. Breach of the following covenants and remains uncured for 30 days:

a. Affirmative Covenants - (i) Preserve corporate status;authorisations, (ii) Payment of Stamp Duty, (iii) HandlingInvestor grievances, (iv) Compliance with Investor Educationand Protection Fund requirements, (v) Regulatory Filings, (vi)Regulatory requirements in case of a Foreign Investor. (vii)Maintenance of Books of Account and (viii) CorporateGovernance;

b. Negative Covenants - (i) Change of business; Role of Promoter.(ii) maintenance of Promoter stake and (iii) Dividenddistribution in case of default

c. Financial Covenants

Upon occurrence of any of the aforesaid event of default. the Debenture Tmsteemay by a notice in writing to the Company initiate actions as may be contemplatedin the Transaction Documents including the following:

(a) require the Company to mandatorily redeem the Debentures andrepay the principal amount on the Debentures. along with accrued butunpaid interest, and other costs. charges and expenses incurred under or inconnection with this Deed and other Transaction Docwnents, subject toprior approval of the RBI. if so required;(b) declare all or any part of the Debentures to be inunediately (oron such dates as the Debenture Trustee may specify) due and payable,whereupon it shall become so due and payable subject to prior approval ofthe RBI, if so required.

Reporting Covenants I. Quarterly Reports - within 45 (Forty Five) calendar days from the endof each financial quarter

a) Information on financials. operations, portfolio growth and asset quality(static portfolio cuts. collection efficiency and portfolio at risk data),funding data. in formats acceptable to the Debenture Holders

b) List of Board of Directorsc) Shareholding Patternd) Financial covenant compliance certificate signed by a Director or the

Chief Financial Officer or Authorised Signatorye) Copy of returns filed with the Reserve Bank of India ("RBI") and the

SEBI (as applicable)f) Information on:

i) New products introduced or change in existing product featuresii) New business correspondent relationships or discontinuance of

existing relationshipsiii) Geographical expansion to any new state/city/district/locationiv) Material changes to ITIMIS systemsv) Change in credit bureaus usedvi) Revision in!>l!?inessplanvii) Chang ..k. --- '-'-. 'ng policyviii) An;;w,;~nt{i\~to more than I% of Gross Loan Portfolio

51

· lntormation Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Onlv


3.

2. Annual Reports - within 120 (One Hundred and Twenty) calendar daysfrom the end of each financial year

a) Audited financial statementsb) A certificate from a Director/Chief Financial Officer! Authorized

Signatory confirming that there is no Potential Default or Event ofDefault and

c) Copy of all annual information submitted to the RBI.

Annual reports of IRCS - within 120 (One hundred and twenty)calendar days from end of each financial year

4. Event Based Reports - within 15 (Fifteen) Business Days of the eventoccurring

a) Change in Shareholding structureb) Change in senior management officials (any CXO or equivalent)c) Board approval of annual business pland) Change in the constitutional documents of the Companye) Material Adverse Effectf) Any dispute. litigation. investigation or other proceeding which could

result in a Material Adverse Effect.g) Winding up proceedingsh) Any Event of Default or Potential Default, and any steps taken !

proposed to remedy the same.Any prepayment or notice of any prepayment of any Indebtedness of

the Issueri)

Financial Covenants1. Minimum capital ratio of Tier I Capital and Tier II Capital to aggregate

risk weighted assets on-balance sheet and of risk adjusted value of offbalance sheet items shall not be less than 16% (Sixteen per cent) or as perthe regulatory minimum prescribed by the Reserve Bank of India underthe NBFC Master Directions. whichever is higher.

2. PAR 90 (on the Borrower's entire portfolio. including receivables sold ordiscounted on a non-recourse basis) in a financial year shall not exceed7% (Seven Percent) of the Borrower's Gross Loan Portfolio:

3. TIle ratio of Financial Indebtedness to Net-worth shall not exceed 6.5times.

4. Ratio of Net Worth to PAR 120 less provisions shall be at least 6.0

times.5. No loss on annual basis (PAT)6. Current ratio of I times shall be maintained at all times. There shall not be

any cumulative mismatches in any of the buckets till one year of ALMstatement. This covenant shall be tested starting January 0 L 2019

"Gross Loan Portfolio" shall mean and include the outstanding principal amount ofthe loans originated by the Borrower on its own books, securitized portfolio as wellas loans originated on behalf of other entities by entering into partnershipagreements but not included on the Borrower's own book:

(Definitions)

"PAR>90 days" shall mean on the Company's Gross Loan Portfolio theoutstanding principal value of the relevant portfolio of the Company that has oneor more instalments of principal. interest payments overdue for 90 days or marc.includes restructured loans but excludes loans that have been written off by the

Company;

52



Affirmative Covenants

(Definitions)

"Net worth" shall mean issued and paid up equity share capital + compulsorilyconvertible preference share capital/debentures + all reserves as per the auditedfinancials of the Issuer other than Revaluation Reserve minus goodwill/intangibleassets minus advances to or investments in group companies.

(Definitions)

"Gross NPA" shall mean the entire outstanding principal value of the relevantportfolio of the Issuer that has one or more instalments of payments (includingprincipal or interest) overdue for 90 days

"Net NPA" shall be calculated as Gross NPA less provision made for Gross NPA.

All covenants would be tested on quarterly basis for the Company, i.e, as on 31stMarch. 30th June. 30th September and 31st December every year. on aconsolidated and standalone balance sheet till the redemption of the Debentures.

The covenants shall be certified by the Company within 45 (Fort)' Five) calendardays from the end of each financial quarter.

I. Equity shareholding of Promoter on a fully diluted basis to be above 40%at all times. Further, no consent shall be required in case dilution is onaccount of fresh capital infusion in the Company.

2. To comply with corporate governance, fair practices code prescribed bythe RBI

3. Notification of anv potential Event of Default or Event of Default:-I. Obtain, comply with and maintain all licenses / authorizations5. Provide details of any material litigation, arbitration or administrative

proceedings (materiality threshold to be finalized during documentation)6. Maintain internal control for the purpose of (i) preventing fraud on

monies lent by the Company; and (ii) preventing money being used formoney laundering or illegal purposes

7. Permit visits and inspection of books of records, documents and accountsto debenture holders as and when required by them.

8. Comply with any monitoring and/or servicing requests from DebentnreHolders

Neg.ti ve Covenants The Issner shall not without the prior written permission of the Debenture Holdersand Debenture Trustee. do or undertake to do any of the following:

I.2.

Change in promoter, ownership or controlM&A, acquisition, restructuring, amalgamation without approval ofDebenture Holders over and above 10% of the Networth of the Issuer in afinancial yearThe Issuer shall not, without the prior approval of Debenture Holders,enter into any transaction of merger. de-merger, consolidation, reorganization, scheme of arrangement or compromise with its creditors orshareholders or effect any scheme of amalgamation or reconstruction;provided however that this restriction shall not apply in the event that thecompliance with this restriction would result in the Issuer defaulting inrelation to any of its payment obligations in relation to the Debentures.The Issuer will not purchase or redeem any of its issued shares or reduceits share capital without the Debenture Holders' prior mitten consentIssuer shall not amend or modify clauses in its Memorandum ofAssociation and Article of Association. where such amendment wouldhave a Material Adverse Effect, without prior consent of the DebentureTrusteeIssuer shall not change ~ financial year-end from 31st March (or suchother date as may$'\ )~ by Debenture Holders) without Prio.,rIconsent of the De kJ" I '~, .,

~ ;;:.. ...... 1il '3............ ._.--..".... ........1 UlO' ~'i

.y + <>

3.

-I.

5.

6.

53

Information Memorandum " - · ············· .. t:Sri,:atc·&·L:oni"identialDate: December 20,2018 For Private Circulation Onlv


Eligible investors As permitted under Applicable Law

7. Any sale of assetslbusiness/division that has the effect of exiting thebusiness or re-structuring of the existing business, to be with the priorconsent of the debenture holder

8. No dividend, if an Event of Default has oecurred and is subsisting9. Not undertake any new major new business outside financial services or

any diversification of its business outside financial services, withoutapproval ofNCD holders

RepresentationsWarranties

The Company is registered with the RBI as an NBFCNo Event of Default has occurred and is continuing on the date of thistransactionThe Debentures under this Issuance shall rank pari passu amongstthemselves and with all other unsubordinated secured creditors

Binding obligation of Transaction DocumentsNo conflict with other obligations I constitutional documentsNo Material Adverse Change in business, condition or operations of theIssuerCompany has the power and authority to issue Debentures and suchTransactions Documents are valid and admissible in evidence

Absence of any pending or threatened litigation. investigation orproceedings that may have a material adverse effect on the businesscondition (financial or otherwise). operations. performance or prospectsof the Issuer or that purports to affect the Facility

9. llIegalityAnd as set out in greater detail in the Debenture Trust Deed.

& I.

2.

3.

4.

5.6.

7.

8.

Indemnification The Issuer will indemnify. and hold harmless the Debenture Holders from andagainst any claim. liability, demand, loss. damage, judgment or other obligation orright of action which may arise as a result of breach of the terms of the TransactionDocuments by the Issuer or Gurantors.

Governing LawJurisdiction

Transaction Costs

& 1Ns Term Sheet shall be governed and construed exclusively in accordance withthe laws of India and any disputes arising there from shall be subject to thcjurisdiction of appropriate courts and tribunals at Mun,l_b",a::_:i:,'::..In::.:d::_:ia". ---iThe Issuer shall bear all transaction related costs incurred by the DebentureHolders with respect to legal counsel, valuers and auditors I consultants. Such costsinclude:I. Trustee fees2. Listing fees3. Rating4. Any other reasonable transaction related expense incurred by the Debenture

Holders5. Stamping and registration in relation to all Transaction Documents.

Other costsconditions

and To be further determined in the Debenture Trust Deed.I. Relevant taxes. duties and levies are to be borne by the Issuer.2. The charges I fees and any amounts payable under this Debentures by the

Issuer as mentioned herein do not include any applicable taxes, leviesmctudmg service tax etc. and all sucn tmpositions snau be borne by the Issueradditionally.

Financial Indebtedness Financial Indebtedness" means in relation to an entity any indebtedness withoutdouble counting for or in respect of:

a. moneys borrowed;b. any amount raised by acceptance under any acceptance credit. bill

ac~eptance or bill end acihtv or dematerialised equivalent:

!l.~O' " 541')' ((,; ~\\. ,! 'I\.\~... I}.,~. ,:\.,



c. any amount raised pursuant to any note purchase facility or the issue ofbonds, notes, debentures, loan stock or any similar instrument:

d. the amount of any liability in respect of any lease or hire purchasecontract which would, in accordance with GAAP, be treated as a financeor capital lease;

e. receivables sold or discounted (other than any receivables to the extentthey are sold on 3 non-recourse basis}:

f. any amount raised under any other transaction (including any forward saleor purchase agreement) having the commercial effect of a borrowing;

g. any derivative transaction entered into in connection with protectionagainst or benefit from fluctuation in any rate or price (and. whencalculating the value of any derivative transaction, only the marked tomarket value if payable by a borrower under each such transaction shallbe taken into account);

h. (A) shares which are expressed to be redeemable or (B) any shares orinstrwnents convertible into shares which are the snbject of a put optionor any form of buyback guarantee granted by the issuer issuing suchshares or convertible instruments;

i. any obligation under any put option including any form of guarantee,letter of comfort, short fall undertaking, keep fit letter or indemnity inrespect of any shares or instruments convertible into shares or otherwiseissued by another entity;

j. any counter-indemnity obligation in respect of a guarantee, indemnity,bond, standby or documentary letter of credit or any other instrumentissued by a bank or financial institution; and

k. the amount of any liability in respect of any guarantee or indemnity forany of the items referred to in paragraphs (a) to 0) above,

and includes all Financial Indebtedness in respect of any of the items referred to inparagraphs (a) to (k) above.

Control "Control" means, with respect to a Person which is a corporation, the ownership,directly or indirectly, of more than 50% (fifty percent) of the voting shares of suchPerson and the power to direct the management and policies of such Person,whether by having a right to nominate majority of directors on the board of suchPerson or by operation of law or by contract or otherwise;

Majority Debenture 51%Holders

Pay in Date Pay 10 date shall be T+1i.e. 21" December, 2018

Manner of Bidding Close Book Bidding

Mode of Allotment I Uniform YieldAllocation option

Mode of Settlement rCCL

And any other such Nildisclosures a suggested

Note:I. The list of documents which has been exec

55

Information Memorandum - Private & ConfidentialDate: December 20.201 & For Private Circulation Only


2. The penal interest rates mentioned above as payable by the Issuer are independent of eachother.

SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case oflisting of debt securities made on private placement, the following disclosuresare required to be made vide SEBf (Issue and Listing of Debt Securitie~) (Amendment)Regulations. 2016 w.e.f 25-05-16

I. Name of the bank declaring the entity as a Wilful Defaulter: NIL

2. The year in which the entity is declared as a Wilful Defaulter NIL

3. Outstanding amount when the entity is declared as a Wilful Defaulter NIL

4. Name of the entity declared as a Wilful Defaulter: NIL

5. Steps taken, if any, for the removal from the list of wilful defaulters: NIL

6. Other disclosures, as deemed fit by the Issuer in order to enable investors to takeinformed decisions: NIL

7. Any other disclosure as specified by the Board: NIL

SECTION 7: TRANSACTION DOCUMENTS AND KEY TERMS

7.1 Transaction Documents

The following documents shall be executed in relation to the Issue (,"TransactionDocuments .'):

(a) Debenture Trustee Agreement, which will confirm the appointment of Beacon TrusteeshipLimited as the Debenture Trustee ("Debenture Trustee Agreement");

(b) Debenture Trust Deed, which will set out the terms upon which the Debentures are beingissued and shall include the representations and warranties and the covenants to beprovided by the Issuer {"Debenture Trust Deed"); and

(c) Such other documents as agreed between the Issuer and the Debenture Trustee.

7.2 Representations and Warranties ofthe Issuer

TIle Issuer hereby makes the following representationsand warranties and the same shall alsobe set out in the TransactionDocuments.

(i) STATUS:

a. It is a company, duly incorporated, registered and validly existing underthe laws oflndia.

56



b. It is registered as a NBFC with the RBI.

c. It has the power to own its assets and carryon its business as it is beingconducted.

(ii) BINDING OBLIGATIONS:

The obligations expressed to be assumed by it under the Transaction Documentsare legal, valid, binding and enforceable obligations.

(iii) NON-CONFLICT WITH OTHER OBLIGA TIONS:

The entry into, and performance by it of, and the transactions contemplated by, theTransaction Documents do not and will not conflict with:

a. any law or regulation applicable to it including but not limited to laws andregulations regarding anti-money laundering or terrorism financing andsimilar financial sanctions;

b. its constitutional documents; or

c. any agreement or instrument binding upon it or any of its assets, includingbut not limited to any terms and conditions of the existing Indebtedness ofthe Company.

(iv) POWER AND AUTHORITY:

It has the power to enter into, perform and deliver, and has taken all necessaryaction to authorise its entry into, performance and delivery of, the TransactionDocuments to which it is a party and the transactions contemplated by thoseTransaction Documents.

(v) VALIDITY ANDADMISSIBILITY IN EVIDENCE:

All approvals, authorizations, consents, permits (third party, statutory or otherwise)required or desirable:

a. to enable it lawfully to enter into, exercise its rights and comply with itsobligations in the Transaction Documents to which it is a party;

b. to make the Transaction Documents to which it is a party admissible inevidence in its jurisdiction of incorporation; and

c. for it to carry on its business, and which are material, have been obtainedor effected and are in full force and effect.

(vi) NO DEFAULT:

No Event of Default has currently occurred and is continuing as on the date hereofor would reasonably be expected to result from the execution or performance ofany Transaction Documents or the issuance of the Debentures. To the best of theIssuer's knowledge, no other event or circumstance is outstanding whichconstitutes (or which would, with the lapse of time, the giving of notice, themaking of any determination under the rel~ment or any combination ofthe foregoing, constitute) a default or ter~._\,r~~~.~..(however described) under

I'{ y "~)' ,1::<: i~, 57

\\ 1Il", ....___.1.'I):, If~.

Inlormatioll Menloralidi.il11-·• - .... -.. .. ... _ ........ - ,,_., ...... _ ...... ,-,,"- .... , .. _,,_- ... 'Po\'aic'&'L;:)'ltiiieliilal' ,-Date: December 20. 2018 For Private Circulation Onl\

(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) -

any other agreement or instrument which is binding on the Company or any of itsassets or which might have a Material Adverse Effect as on the date hereof

(vii) PARI PASSU RANKING:

Each Debenture constitutes direct and unconditional obligations of theCompany. The claims of the Debenture Holders shall be superior to all theclaims of equity investors/ lenders of Tier I Capital and Tier II Capital(including without limitation, any Subordinated Debt).

(viii) NO PROCEEDINGS PENDING:

There are no litigation, arbitration or administrative proceedings of or before anycourt. arbitral body or agency which, if adversely determined, may have a MaterialAdverse Effect, have (to the best of its knowledge and belief) been started against itexcept as disclosed by the Company in its annual reports, financial statements andthis Information Memorandum.

(ix) NO MISLEADING INFORMATION:

All information provided by the Issuer to the Debenture Holders for the purposes ofthis Issue is true and accurate in all material respects as at the date it was providedor as at the date (if any) on which it is stated

(x) COMPLIANCE:

(i) The Company has complied with Law and there has not been andthere is no investigation or enquiry by, or order, decree, decision orjudgment of, any Governmental Authority been issued oroutstanding or to the best of the Company's knowledge (after makingdue and careful enquiry), anticipated against the Company whichwould have a Material Adverse Effect on the Company, nor has anynotice or other communication (official or otherwise) from anyGovernmental Authority been issued or outstanding or to the best ofthe Company's knowledge (after making due and careful enquiry),anticipated with respect to an alleged, actual or potential violationand/or failure to comply with any such Applicable Law or requiringthem to take or omit any action

(ii) The Company shall complete all necessary formalities including allfilings with the relevant regulatory authorities, including but notlimited to SEBI, the BSE and the ROC and obtain all consents andapprovals required for the completion of the Issue

(xi) ASSETS:Except for the security interests and encumbrances created and recorded with theMinistry of Corporate Affairs (available using: ClN: U65923RJ1994PLC009051on the website h!tpj/www.mc:a ..gQy.iI]IMC.~J/!l1dQ)(html under the headingIndex of Charges), the Issuer has, free from any security interest or encumbrance,the absolute legal and beneficial title to, or valid leases or licenses of, or is

otherwise~,,,,,d""" ;=h~n''\'_" on arms length_,::

~<fl" :::; )~ ,~----',~,/'/"'" "~~/



material assets necessary for the conduct of its business as it is being, and isproposed to be, conducted.

(xii) FINANCIAL STATEMENTS

a. The Issuer's financial statements most recently supplied to the DebentureTrustee \\'\':11;,: prepared ill accordance with Indian OAAP (';UIISi~lt:IlLI)

applied save to the extent expressly disclosed in such financial statements.

b. The financial statements most recently supplied to the Debenture Trusteeas of March 31, 2018 give a true and fair view and represent its financialcondition and operations during the relevant financial year save to theextent expressly disclosed in such financial statements.

(xiii) SOLVENCY:

a. The Issuer is able to, and has not admitted its inability to, pay its debts asthey mature and has not suspended making payment on any of its debts andit will not be deemed by a court to be unable to pay its debts within themeaning of the applicable laws, nor in any such case, will it become so inconsequence of entering into this Issue.

b. The value of the assets of the Issuer is more than its respective liabilities(taking into account contingent and prospective liabilities) and it hassufficient capital to carryon its business.

c. As on the date hereof, the Issuer has not taken any corporate action nor hastaken any legal proceedings or other procedure or steps in relation to anybankruptcy proceedings.

(xiv) No immunity

The Company is not entitled to any immunity or privilege (sovereign orotherwise) from any set-off, judgment, execution, attachment or other legalprocess.

(xv) Legal and Beneficial Ownership

Except for the security interests and encumbrances created and recordedwith the Ministry of Corporate Affairs (available usingCINIFCRNfLLPINIFLLPIN : U65923RJ I994PLC00905I on the websitehttp://www.mca.gov.inlMCA2l1index.htmlunder the heading "Index ofCharges"), the Company has, free from any security interest orencumbrance, the absolute legal and beneficial title to, or valid leases orlicenses of, or is otherwise entitled to use (in each case, where relevant, onarm's length terms), all material assets necessary for the conduct of itsbusiness as it is being, and is proposed to be, conducted.

(xvi) Compliance with Applicable Laws

The Company and its affiliates area liance in all respects with allApplicable Law, including but ~ 'ml environmental, social andy

-----------------------------------------=

59

lnformation Memorandum Private & ConfidentialDate: December 20.2018 For Private Circulation Onlv


taxation related laws, for them to carry on their business The Company isnot engaged in any illegal activity and will not use the proceeds of this issuetowards any illegal activity.

(xvii) Anti-terrorism Laws

The Company and its affiliates are in compliance in all respects with allAnti-Terrorism Laws, and are adhering to all regulatory requirementspertaining to Anti-Terrorism and Anti- Money Laundering.

(xviii) No Corrupt Practices

Neither the Company nor its Promoters or affiliates have indulged in anycorrupt practices pertaining to the business such as misstatement, fraud,misappropriation, embezzlement of financial and other resources or gainsunreported in the audited financial statements

(xix) Taxation

(i) The Company has duly and punctually paid and discharged all Taxesimposed upon it or its assets within the time period allowed withoutincurring penalties save to the extent that (A) payment is beingcontested in good faith, (B) the Company has maintained adequatereserves for those Taxes, and (C) payment can be lawfully withheld;

(ii) The Company is not overdue in the filing of any Tax returns.

(iii) No claims exceeding 50,00,000 (Rupees Fifty Lakh only) are beingor are reasonably likely to be asserted against the Company withrespect to Taxes.

(xx) Disclosures in Debt Disclosure Doeument

The extent of disclosures made in the Debt Disclosure Document isconsistent with disclosures permitted by Government Authorities in relationto the issue of securities made by the Company prior to the issue of theDebentures

(xxi) Audit

The Company annual accounts are audited by an auditor from a reputablefirm of independent chartered accountants.

(xxii) Good Business Standard

The Company in its business transactions with its shareholders, partners,managers, staff, affiliates or affiliates of such entities or persons keepswithin normal, good and acceptable business standards, includingtransactions being on arm's length.

(xxiii) Proper book-keeping and accollnt.;i:?nt=,~~.r;~-»,o1;)·1'.'1. J~

\, \.~ ,,~'1J'""'-~

60



The Company has a proper, efficient and effective book-keeping andaccounting system in place as well as adequate professional staff, includingmaintaining of accounts showing the loan drawings, payments, interest etc.

(xxiv) No Material Adverse Change

There is no Material Adverse Change in the business, conditions andoperations of the Company.

(xxv) Employees

The Company is in compliance with all obligations under the applicablelabour laws and other Applicable Laws in relation to its employees.

(xxvi) Compliance with RBIISEBI Regulations and the Act's Requirements

The Debentures are being issued in compliance with the applicableregulations of the RBIISEBI and the relevant provisions of the Act asapplicable to issue of secured debtlbond. Any provision in the Deed which isnot in compliance with regulations of the RBVSEBI and the relevantprovisions of the Act can be amended by the Company and the DebentureTrustee by executing an amendment to the Deed and the Debenture Holdersshall have no right to raise any objection thereto.

7.3 INITIAL PAYMENT AND SUBSEQUENT PAYMENT

a. It is hereby agreed between the Parties that the Initial Payment towards the Debenturesshall be made on the Deemed Date of Allotment and the Subsequent Payment shall bemade on the Subsequent Date. However, in the event of failure to pay the SubsequentPayment on the Subsequent Date which is caused by any administrative or technical error,the Debenture Holders shall be entitled to make the payment within 2 (two) Business Daysfrom the Subsequent Date and such delay shall not give the Company any right of forfeitureof the Initial Payment or right to refuse to accept the Subsequent Payment.

b. It is further agreed and understood between the Parties that neither of the Parties shall havethe right to exercise discretion with regard to payment or receipt of the SubsequentPayment. For avoidance of doubt it is hereby clarified that the Debenture Holders arebound to pay (save and except on occurrence of Event of Default under the TransactionDocument) and the Company is bound to accept the Subsequent Payment, notwithstandinganything contained in this Deed.

7.4 Intentionally Left Blank

SECTION 8: OTHER INFORMATION AND APPLICA TlON PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, theMemorandum and Articles of Association of the Issuer, the terms of this InformationMemorandum, Application Form and other terms and conditions as may be incorporated in theTransaction Documents.

~~Mode of Transfer/Transmission of D s"(';,........... _ _.__ _ _ _. . .... )~ ; _ _ _ _ 61

ry'). ~{):\~07/'~2!~

8.1

Information Memorandum ~ Private & ConfidentialDate: December 20, 2018 For Private Circulation Onlv

(This Information Memorandum is neither a prospectus nor a statement in lieu ora prospectus) .

The Debentures shall be transferable freelv: however, it is clarified that no Investor shall be entitledto transfer the Debentures to a person who is not entitled to subscribe to the Debentures. TheDebenture{s)shall be transferred and/or transmitted in accordance with the applicable provisions ofthe Act and other applicable laws. The Debentures held in dematerialized form shall be transferredsubject to and in accordance with the rules/procedures as prescribed by NSDLlCDSL and therelevant DPs of the transferor or transferee and any other applicable laws and rules notified inrespect thereof. The transferee{s) should ensure that the transfer formalities are completed prior tothe Record Date. In the absence of the same, amounts due will be paid/redemption will be made tothe person, whose name appears in the Register of Debenture Holders maintained by the R&TAgent as on the Record Date, under all circumstances. In cases where the transfer formalities havenot been completed by the transferor. claims, if any, by the transferees would need to be settledwith the transferor(s) and not with the Issuer. The normal procedure followed for transfer ofsecurities held in dematerialized form shall be followed for transfer of these Debentures held indematerialised form The seller should give delivery instructions containing details of the buyer'sDP account to his DP.

8.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of theDebenture Holder(s) for redemption purposes and the redemption proceeds will be paid bycheque/EFTIRTGS to those Debenture Holder(s) whose names appear on the list of beneficiariesmaintained by the R&T Agent. The names would be as per the R&T Agent's records on the RecordDate fixed for the purpose of redemption. All such Debentures will be simultaneously redeemedthrough appropriate debit corporate action.

The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries' nameand account number, address, bank details and DP's identification number will be given by theR&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in anyrelation by EFTIRTGS to the bank account of the Debenture Holder(s) for redemption payments.

8.3 Debenture Trustee for the Debenture Holder{s)

The Issuer has appointed Beacon Trusteeship Limited to act as trustee for the Debenture Holder(s).The Issuer and the Debenture Trustee have entered/intend to enter into the Debenture TrusteeAgreement and the Debenture Trust Deed inter alia, specifying the powers, authorities andobligations of the Debenture Trustee and the Issuer. The Debenture Holder{s) shall, without furtheract or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any ofits agents or authorized officials to do all such acts, deeds, matters and things in respect of orrelating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessaryor require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer tothe Debenture Trustee on behalf of the Debenture Holder{s) shall discharge the Issuer pro tanto tothe Debenture Holder{s). The Debenture Trustee will protect the interest of the Debenture Holder(s)in regard to the repayment of principal and coupon thereon and they will take necessary action.subject to and in accordance with the Debenture Trustee Agreement and the Debenture Trust Deed.at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuerunless the Debenture Trustee, having become so bound to proceed, fails to do so. The DebentureTrustee Agreement and the Debenture Trust Deed shall more specifically set out the rights andremedies of the Debenture Holder{s)and the manner of enforcement thereof.

8.4 Sharing ofInformation

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange,share or part with any financial or other informatio the Debenture Holder{s) available with

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the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus,agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries andaffiliates nor their agents shall be liable for use of the aforesaid information.

8,5 Debenture Holder not a Shareholder

The Deberuure Holdeus) 'hall uoi be entitled to allY rigln and privileges or shareholders other thanthose available to them under the Act. The Debentures shall not confer upon the Debenture Holdersthe right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholdersof the Issuer.

8.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the InformationMemorandum which, in the opinion of the Debenture Trustee, is of a formal, minor or technicalnature or is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by theMajority Debenture Holders.

For the avoidance of doubt, the following matters require the consent of Majority DebentureHolders, either by providing their express consent in writing or by way of a resolution at a dulyconvened meeting of the Debenture Holders as set out below:

(a) Creating of any additional security; and(b) Amendment to the terms and conditions of the Debentures or the Transaction Documents.

8.7 Right to accept or reject Applications

The Board of Directors!Committee of Directors reserves its full, unqualified and absolute right toaccept or reject any application for subscription to the Debentures, in part or in full, withoutassigning any reason thereof.

8.8 Notices

Any notice may be served by the Issuer! Debenture Trustee upon the Debenture Holders throughregistered post, recognized overnight courier service, hand delivery or by facsimile transmissionaddressed to such Debenture Holder at itslhis registered address or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer! Debenture Trustee shall be sentby registered post, recognized overnight courier service, hand delivery or email or by facsimiletransmission to the Issuer or to such persons at such address! facsimile number as may be notifiedby the Issuer from time to time through suitable conununication. All correspondence regarding theDebentures should be marked "Private Placement of Debentures".

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 3 (three) Business Daysafter posting; (b) I (One) Business Day after delivery by recognized overnight courier service, ifsent for next Business Day delivery(c) in the case of facsimile at the time when dispatched with areport confirming proper transmission or (d) in the case of personal delivery, at the time of deliveryor (e) or in case of e-mail at the time of the sending thereof (provided no deli very failurenotification is received by the sender within 24 hours of sending such email).

8,9 Issue Procedure

63


(This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus) "

Only Eligible Investors as given hereunder may apply for the Debentures by completing theApplication Form in the prescribed format in block letters in English as per the instructionscontained therein. The minimum number of Debentures that can be applied for and the multiplesthereof shall be set out in the Application Form. No application can be made for a fraction of aDebenture. Application Forms should be duly completed in all respects and applications notcompleted in the said manner are liable to be rejected. The name of the applicant's bank, type ofaccount and account number must be duly completed by the applicant. This is required for theapplicant's own safety and these details will be printed on the refund orders and lor redemptionswarrants.

The applicant should transfer payments required to be made in any relation by EFT/RTGS, to thebank account of the Issuer as per the details mentioned in the Application Form.

8.10 Application Procedure

Potential Investors will be invited to subscribe by way of the Application Form prescribed in theInformation Memorandum during the period between the Issue Opening Date and the Issue ClosingDate (both dates inclusive). The Issuer reserves the right to change the issue schedule including theDeemed Date of Allotment at its sole discretion, without giving any reasons. The Issue will be openfor subscription during the banking hours on each day during the period covered by the IssueSchedule.

8.11 Fictitious Applications

All fictitious applications will be rejected.

8.12 Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject anyapplication, in part or in full. without assigning any reason. Subject to the aforesaid, in case of oversubscription, priority will be given to potential investors on a first come first serve basis. Theinvestors will be required to remit the funds as well as submit the duly completed Application Formalong with other necessary documents to the Issuer by the Deemed Date of Allotment.

8.13 Payment Instructions

The Application Form should be submitted directly. The entire Initial Subscription Amount perDebenture is payable along with the making of an application. Applicants can remit the applicationamount through RTGS on Pay-in Date. The RTGS details of the Issuer are as under:

NAME ESS KAY FINCORP LTD

ACCOUNT NO. 60236767462

IFSC CODE MAHBOOO0389

BANK NAME BANK OF MAHARASHTRA

BRANCH C-SCHEME, JAIPURACCOUNT TYPE CURRENT ACCOUNT

8.14 Eligible Investors

The following categories of investors, when specifically approached and have been identifiedupfront, are eligible to apply for this private placement ntures subject to fulfilling their

<{,~C.Q.Q:,()~~.0 "

luformation Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Only


respective investment norms/rules and compliance with laws applicable to them by submitting allthe relevant documents along with the Application Form ("Eligible Investors"):

(a) Mutual Funds(b)NBFCs(c) Provident Funds and Pension Funds(d)Corporates(e) Banks(f) Foreign Institutional Investors (FIls)(g) Qualified Foreign Investors (QFIs)(h) Foreign Portfolio Investors (FPIs)(i) Insurance Companies(j) Any other person (not being an individual or a group of individuals) eligible to invest in the

Debentures.

All potential Investors are required to comply with the relevant regulations/guidelines applicable tothem for investing in this issue of Debentures.

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

8.15 Procedure for Applying for Dematerialised Facility

(a) The applicant must have at least one beneficiary account with any of the DP's ofNSDLlCDSL prior to making the application.

(b)The applicant must necessarily fill in the details (including the beneficiary account numberand DP - 10) appearing in the Application Form under the heading "Details for Issue ofDebentures in Electronic/Dcmatcrialised Form".

(c) Debentures allotted to an applicant will be credited to the applicant's respective beneficiaryaccount(s) with the DP.

(d) For subscribing to the Debentures, names in the Application Form should be identical tothose appearing in the details in the Depository. In case of joint holders, the names shouldnecessarily be in the same sequence as they appear in the account details maintained withthe DP.

(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by theRegistrar and Transfer Agent to the Issue.

(f) If incomplete/incorrect details are given under the heading "Details for Issue of Debenturesin Electronic/Dematerialised Form" in the Application Form, it will be deemed to be anincomplete application and the same may be held liable for rejection at the sole discretionof the Issuer.

(g) For allotment of Debentures, the address, nomination details and other details of theapplicant as registered with his/her DP shall be used for all correspondence with theapplicant. The applicant is therefore responsible (oLJ,hecorrectness of his/her demographicdetails given in the Application Form ~'i \~") with his/her DP. In case theinformation is incorrect or insufficient. the ~rvou. '~ be liable for the losses, ifany. _

(.)J <f> - 6)., " A'f



(h) The redemption amount or other benefits would be paid to those Debenture Holders whosenames appear on the list of beneficial owners maintained by the R&T Agent as on theRecord Date. In case of those Debentures for which the beneficial owner is not identified inthe records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance thepayment of the redemption amount or other benefits, until such time that the beneficialowner is identified by the R&T Agent and conveyed to the Issuer, whereupon theredemption amount and benefits will be paid to the beneficiaries, as identified.

8.16 Depository Arrangements

The Issuer shall make necessary arrangement with CDSL or NSDL for issue and holding ofDebenture ill dematerialised form.

8.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of eachRecord Date. This shall be the list which will be used for payment or repayment of redemptionmonies.

8.18 Application under Power Of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and specimen signature(s) of all the authorized signatories of the Investor and thetax exemption certificate/document of the Investor, if any, must be lodged along with thesubmission of the completed Application Form. Further modifications/additions in the power ofattorney or authority should be notified to the Issuer or to its agents or to such other person(s) atsuch other address(es) as may be specified by the Issuer from time to time through a suitablecommunication.

In case of all application made by companies under a power of attorney or resolution or authority, acertified true copy thereof along with memorandum and articles of association and/or bye-lawsalong with other constitutional documents must be attached to the Application Form at the time ofmaking the application, failing which, the Issuer reserves the full, unqualified and absolute right toaccept or reject any application in whole or in part and in either case without assigning any reasonthereto. Names and specimen signatures of all the authorized signatories must also be lodged alongwith the submission of the completed Application Form.

8.19 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must bemade in respect of each scheme of an Indian mutual fund/venture capital fund registered with theSEBI and such applications will not be treated as multiple application, provided that the applicationmade by the asset management company/trustee/custodian clearly indicated their intention as to thescheme for which the application has been made.

The Application Forms duly filled shall clearly indicate the name of the concerned scheme forwhich application is being made and must be accompanied by certified true copies of:

(a) SEBI registration certificate(b) Resolution authorizing investment and containing operating instructions(c) Specimen signature of authorized signatories

66



8.20 Documents to be provided by Investors

Investors need to submit the following documents. as applicable:

(a) Memorandum and Articles of Association or other constitutional documents(b) Resolution authorising investment(c) Certified true copy of the Power of Attorney to custodian(d) Specimen signatures of the authorised signatories(e) SEBI registration certificate (for Mutual Funds)(f) Copy of PAN card(g)Application Form (including EFTIRTGS details)

8.21 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicantand the magnetic ink character reader code of the bank for the purpose of availing direct credit ofredemption amount and all other amounts payable to the Debenture Holder(s) throughcheque/EFT/RTGS.

8.22 Succession

In the event of winding up of a Debenture Holder (being a company), the Issuer will recognise thelegal representative as having title to the Debenture(s). The Issuer shall not be bound to recognizesuch legal representative as having title to the Debenturets), unless they obtains legalrepresentation, from a court in India having jurisdiction over the matter.The Issuer may, in its absolute discretion, where it thinks fit. dispense with production of such legalrepresentation, in order to recognise any person as being entitled to the Debenture(s) standing in thename of the concerned Debenture Holder on the production of sufficient documentary proof and anindemnity.

8.23 Mode of Payment

All payments must be made through cheque(s) demand draft(s), NEFT/RTGS as set out in theApplication Form.

8.24 Effect of Holidays

111 case any Coupon Payment Date falls on a day which is not a Business Day, the payment to bemade on such Coupon Payment Date shall be made on the next Business Day. When theRedemption Date falls on a day which is not a Business Day, the payment to be made of suchRedemption Date (including accrued Coupon) shall be made on the immediately precedingBusiness Day.

8.25 Tax Deduction at Source

Tax as applicable under the Income Tax Act. 1961, or any other statutory modification or reenactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS.relevant certificate/document must be lodged by the Debenture Holderts) at the office of the R&TAgent of the Issuer at least 15 (Fifteen) calendar days before the relevant payment becoming due.Tax exemption certificate / declaration of non-deduction of lax at source on interest on applicationmoney. should be submitted along with the Applicatio~~

(r) .. ~,.-,y;.

67

lnforruation Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Onlv

(This Information Memorandum is neither a prospectus nor a statement in lieu ora prospectus) .

If any payments under this Issue is subject to any tax deduction other than such amounts as arerequired as per current regulations existing as on the date of the Debenture Trust Deed, including ifthe Company shall be required legally to make any payment for Tax from the sums payable underthe Debenture Trust Deed, ("Tax Deduction"), the Company shall make such Tax Deduction, asmay be necessary and shall simultaneously pay to the Debenture Holders such additional amountsas may be necessary in order that the net amounts received by the Debenture Holders after the TaxDeduction shall equal the respective amounts which would have been receivable by the DebentureHolders in the absence of such Tax Deduction,8.26 Letters of Allotment/Credit of Allotment

The letter of allotment, indicating allotment of the Debentures or the actual credit of theDebentures, will be credited in dematerialised form within 5 (Five) Business Days from theDeemed Date of Allotment.

8.27 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date ofAllotment. The Deemed Date of Allotment for the Issue is December 21, 2018 by which date theInvestors would be intimated of allotment.

8.28 Record Date

The Record Date will be (Seven) calendar days prior to any Due Date,

8.29 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will bedispatched within 7 (seven) days from the Deemed Date of Allotment of the Debentures,

In case the Issuer has received money from applicants for Debentures in excess of the aggregate ofthe application money relating to the Debentures in respect of which allotments have been made,the R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay themoneys to the extent of such excess, if any,

8.30 PAN Number

Every applicant should mention its Permanent Account Number ("PAN") allotted under IncomeTax Act, 1961, on the Application Form and attach a self-attested copy as evidence, Applicationf01111Swithout PAN will be considered incomplete and are liable to be rejected,

8.31 Payment on Redemption

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

DateThe Uebentures shall be taken as discharged on payment of the redemption amount by the Issuer onmaturity to the registered Debenture Holder(s) whose name appears in the Register of DebentureHoldcr(s) on the Record Date, On such payment being made, the Issuer will inf01111NSDLlCDSLand accordingly the account of the Debenture Holder(s) with NSDLlCDSL will be adjusted,

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

68



Disclaimer: Please note that only those persons to whom this Information Memorandum hasbeen specifically addressed are eligible to apply. However, an application, even if complete inall respects, is liable to be rejected without assigning any reason for the same. The list ofdocuments provided above is only indicative, and an investor is required to provide all thosedocuments / authorizations / information, which are likely to be required by the Issuer. TheIssuer may, but is not bound to, revert to any investor for any additional documents /information, and can accept ur reject an application as it deems fit. Provisiuns in respect ofinvestment by investors falling in the categories mentioned above are merely indicative andthe Issuer does not warrant that they are permitted to invest as per extant laws, regulations,etc. Each of the above categories of investors is required to check and comply with extantrules/regulations/ guidelines, etc. governing or regulating their investments as applicable tothem and the Issuer is not, in any way, directly or indirectly, responsible for any statutory orregulatory breaches by any investor, neither is the Issuer required to check or confirm the;O\~Co~~\

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+

same.

69

Information Memorandum Private & ConfidentialDate: December 20, 2018 For Private Circulation Oni"


SECTION 9: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEB! andother applicable laws have been complied with and no statement made in this InformationMemorandum is contrary to the provisions of the regulations/guidelines issued by SEB! and otherapplicable laws, as the case may be. The information contained in this Information Memorandum isas applicable to privately placed debt securities and subject to the information available with theIssuer. The extent of disclosures made in the Information Memorandum is consistent withdisclosures permitted by regulatory authorities to the issue of securities made by the companies inthe past.

For ESS KAY FINCORP LIMITED

70

Information Memorandum Private & ConfidentialDate: December20.2018 For Private Circulation Only


ANNEXURE I:

Kindly refer to 5.23 (Issue Details) above.

71



ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE

ANNEXURE III: APPLICATION FORM

Ess Kay Fincorp LimitedA private limited company incorporated under the Companies Act. 1956

Dale ofIncorporalion: November 21. 1994Registered Office: Gl&2, NewMarket, Khasa Kothi, Jaipur- 302001

Tel: +91 1414161309:Website: www.skfin.in

I DEBENTURE SERIES APPLICATION FORM SERIAL NO,

ISSUE OF UPTO 50,00,000 (FIFTY LAKH ONLY) PARTLY PAID, SENIOR, SECURED, RATED,REDEEMABLE, TRANSFERABLE NON CONVERTIBLE DEBENTURES OF FACE VALUE OFINR 100/- (RUPEES (ONE HUNDRED ONLY) EACH, AGGREGATING UP TO RS, 50,00,00,000/(RUPEES FIFTY CRORES ONLY) ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"),

Number of Debentures ....Amount Rs.

.. ..In words.

RS ..CASH

../_ (RUPEES (RUPEES ), PAID UP FOR

DEBENTURE SERIES APPLIED FOR:

Total Amount Enclosed(In Figures) (In words)

DETAILS OF PAYMENT:

RTGSNo. Drawn on _

Funds transferred 10 Ess Kay Fincorp LimitedDated _

APPLICANT'S NAMEIN FULL (CAPITALS) SPECIMEN SIGNATURE

72



APPLICANT'S ADDRESSADDRESS

STREET

CITY

PIN I I PHONE I I FAX IAPPLICANT'S PAN/GIR NO.IT CIRCLE/WARDIDISTRICT

WE ARE (x) COMPANY ( ) OTHERS ( ) SPECIFY

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factorsdescribed in the Memorandum and have considered these inmaking our decision to apply. We bind ourselvesto these Terms and Conditions and wish to apply for allotment of these Debentures. We request you to pleaseplace our name(s) on the Register of Holders.

Name of the Authorised Designation SignatureSignatory(ies)

Applicant'sSignature

We the undersigned. are agreeable Hl..holdingthe Debentures of the Company in dematerialised form. Detailsof my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL () CDSL ( )DEPOSITORY PARTICIPANT NAMEDP-IDBENEFICIARY ACCOUNT NUMBERNAME OF THE APPLICANT(S)

Applicant Bank Account: Beneficiary Bank Name:Account No:IFSC Code:Branch:

(Settlement by way of Cheque / Demand Draft /Pay Order / Direct Credit / ECS /NEFT/RTGS/otl,er rmitted mechanisms)

73



FOR OFFICE USE ONLYDATE OF RECEIPT DATE OF CLEARANCE

(Note: Cheque and Drafts are subject to realisation)

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

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned abovewould get credited to the extent of allotted Debentures. ii) the Applicant must ensure that the sequence ofnames as mentioned in the Application Form matches the sequence of name held with our DepositoryParticipant, iii) if the IJames of the Applicant in this application are not identical and also not in the sameorder as the Beneficiary Account details with the above mentioned Depository Participant or if theDebentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall beentitled at its sale discretion to reject the application or issue the Dehentures inphysical form,

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by usincluding as to tile returns on and/or the sale value of the Debentures. We undertake that upon sale or transferto subsequent investor or transferee ("Transferee"), we shall convey all the terms and conditions containedherein and in this Information Memorandum to such Transferee. In the event of any Transferee (including anyintermediate or final holder of the Debentures) suing the Issuer (or any person acting on its behalf) we shallindenmify the Issuer (and all such persons acting on its behalf) and also hold the Issuer and each of suchperson harmless in respect of any claim by any Transferee.

Applicant'sSignature

FOR OFFICE USE ONLYDATE OF RECEIPT DATE OF CLEARANCE

(Note: Cheque and Drafts are subject to realisation)

______________________________________________(TEAR HERE)-----------------------------------------

_ACKNOWLEDGMENTSLW(I'o be filled in b A Iicant)SERIAL NO.

ChequeiDmfiIUTRRs.

# Drawn on for

Received fromAddressi ___

on account of application of Debenture

74

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· Inlomlation Memorandum Private & Coufideniial" ..Date: December 20, 2018 For Private Circulation Only


01-Aug-22 48,92,488 - 48.92.488

31-Aug-22 45,86.708 - 45,86,708

30-Sep-22 45,86,708 - 45.86.708

31-Oct-22 47.39.598 - 47,39,598

30-Nav-22 45,86,708 - 45,86,708

02-Jan-23 50,45.378 - 50,45,378

31-Jan-23 44,33,817 - 44,33,817

28-feb-23 42,80,927 - 42,80,927

31-Mar-23 47,39,598 - 47,39,598

01-Mav-23 47,39.598 - 47,39,598

31-May-23 45,86,708 - 45,86,708

30-JUll-23 45,86,708 - 45,86,708

31-Jul-23 47,39,598 - 47.39,598

31-Aug-23 47.39,598 - 47,39,598

02-0ct-23 48,92,488 - 48,92,488

31-0ct-23 44,33.817 - 44,33,817

30-Nav-23 45,86,708 - 45,86,708

29-Dec-23 44.33,817 - 44,33,817

31-Jan-24 50,31,593 - 50.31,593

29-feb-24 44,21.703 - 44,21,703

05-Mar-24 7,62,363 50,00,00,000 50,07,62.363

76

ANNEXURE III: APPLICATION FORM

Ess Kay Fincorp LimitedA private limited company incorporated under the Companies Act, 1956

Date of Incorporatlon: November21, 1994Registered Office: G I&2, New Market, KhasaKothi, Jaipur- 30200 I

Tel: +91 1414161309;website: www.sktin.in

i DE,IlENTURE SERIES APPLICATION ~-ORM SERIAL NO, II lol-li-Io IIIRFlLSIISSUE OF UI'TO 50,OO,OOO(FIFTY LAKIIONLY) PARTLY PAID, SENIOR, SECURED, RATED,REDEEMABLE, TRANSFERABLE NON CONVERTIBLE DEIIENTURES OF FACE VALUE OF INR100/, (RUPEES ( ONE HUNDRED ONLy) EAOI, AGGR~:GATING UP TO RS, 50,00,00,000/· (RUPEESFIFTYCRORES ONLY) ON A PRIVATE I'LAO:tl-1ENT IlASIS (TilE "ISSUE"),

--------,

IlEBENTURE SERIES AI'PLlEI> FOI~:

Number of Debentures 50,00,000In words 1"1FTY LAKllON LYIAmo~~tl{~~,_(I_O,OO,OOO:- •

-- _,--------r>ETAILS OF PAYMENT:

!IU\iS[No, KKBKR22018122100048765Drawn on Kotak Mahindra BankNo, KKBKR22016122100048766l)rawn on Kotek Mahindra Bank•Funds transferred to Ess Kay Fincorp Limitedi Dared 21!12/20lH

~t~li~:;~)I;J~;'~~~~O/: _[n words)TwentLI'.ivecror~s__... ...

AI'I'LlCAN.l"SNA.!I-IE IN FULL (CAPITALS)I KlIl'vy Capital Limited Ale Exeel PortfolloSI.'E:CIMEN SIGNF'-~--' !

I

L_

..

II'IN I~O_O_05_1__ _j_I_I'_HONE [022-6149167~_ FAX

APPLICANT'S PANIGIR NO. - AAACG4544NIT CIRCLE/WARDIOISTRICT

WE ARE (x) COMPANY ( ) OTHERS () SPECIFY

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

.------ .....-_~---Name of the Authorised DesignationSiunatcryties)

------r:-7c---.------ ..Signature

YE.SANTOSH NATRAJAN DGMIY~~ +

._-----11-----_ ..._.-..-'

f..L.._. --'- --- -- .,

I .__ "--'''-

A~ I\cant'sSignature

iWe the undersigned. are agreeable Itt_holding the Debentures of the Company in dematerialiscd form. Details ofmy/our Beneficial Owner Account are given below:

__ ._ ......_..-....-:-7~...,..,.--==:-:--...,.--__ -l}EPOSITORY NSDL () CDSL ( ) _ '--::-c---,--DEPOSITORY I·AlnlCIPAN_T_N._A_M_E t-:I~_,!rvyStock Braking Limited(}I'-JI) IN302470------" ">,,"_••_--_------_._-_ ..._-_••

BENEFlCIARY ACCOUNT NUMDE({ __ .__.~4~02:;6::.:7.:::5~OO::.......,_:__c_:_..-t--' ..__

NAME OF TilE APPLlCANT(S) .I(arvy Capital Limited Ale Excel Portfolio

Beneficiary Ban.kName: KotakMah~'ndra lBankAccount No: 9511752712IFSC Code: KKBK0000958Branch: NarimanPoinl '

Applicant Bank Account:

(Settlement by way or Cheque I Demand Draft iPay Order Direct Credit I ECSNEFTIRTGS/other permitted mechanisms)

(Note: Cheque and Drofts are subject to reaiisatton)

We understand and confirm that the information provided in the Information Memorandum is provided by the Issuerand the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents andadvisors associated with this Issue, We confirm that we have for tho purpose of investing in these Debentures carriedout our own due diligence and made our own decisions with respect to investment in these Debentures and have notrelied on any representations made by anyune other than the Issuer, lfany,

\Ve understand that: i) in case ofallotment of' Debentures to us. our Beneficiary J\ccount (IS mentioned above wouldget credited to the extent of allotted Debentures, Ii) the Applicant must ensure that the sequence of names asmentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if thenames of the Applicant in this application are not identical and also not in the same order as the Beneficiary Accountdetails with the above mentioned Depository Participant or if the Debentures cannot be credited to our BeneficiaryAccount for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application orissue the Debentures in physical form,

We understand that we arc assuming on our own account, all risk of loss that may occur or be suffered by usincluding as to the, returns on and/or the sale value of the Debentures. We undertake that upon sale or transfer tosubsequent investor or transferee ("Transferee"), we shall convey all the terms and conditions contained herein andin thisInformation Memorundurn to such Transferee. In the event of any Transferee (including any intermediate orfinal holder of the Debentures) suing the Issuer (or any person acting on its behalf) we shall indemnify the Issuer(and all such persons acting 011 its behalf) and also hold the Issuer and each of such person harmless in respect ofm~~ by any Transferee,

AJJ;icant's .Signature

ll"()R OFF.1CE.:II.Sf ONLYDATE OF RECEIPT DArE OF Cl.EARANCE--." :~"'=7~=;=c==="'==:c===(Note: Cheque and Drafts art.'subject to realisotton)

________________________________________________(TEAR HERE)--------------------------------------------,

- ACKNOWLEDGMENT SLIP

Received fromIAddressiCJi;;qu~iDraftIUTR # ;;-_.__" " Drawn on for Rs,account of application .- Deb;]turc --- ..--------"

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