INFORMATION MEMORANDUM ELECTRONICA FINANCE LIMITED · statements made or opinions expressed in this...

Private & Confidential

For Private Circulation Only

No: 1

Addressed to: Union Bank

INFORMATION MEMORANDUM

ELECTRONICA FINANCE LIMITED A public limited company incorporated under the Companies Act, 1956

Date of Incorporation: June 26, 1990

Registered Office: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune - 411004

Telephone No.: 020-67290759, Contact Person: Khwahish Rawal

E-mail: [email protected]; Website: https://www.efl.co.in

Information Memorandum for issue of Debentures on a private placement basis on

Dated: July 16, 2020

Background

This Information Memorandum is related to the Debentures to be issued by Electronica Finance Limited

(the “Issuer” or “Company” or “EFL”) on a private placement basis and contains relevant information

and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures

comprised in the Issue and described under this Information Memorandum has been authorised by the

Issuer through resolutions passed by the shareholders of the Issuer on September 30, 2019 pursuant to

Section 42 of the Act read with applicable rules of the Act, a resolution passed by the shareholders of

the Issuer on September 29, 2018 pursuant to Section 180(1)(c) of the Act and the Board of Directors

of the Issuer on July 6, 2020 and the Memorandum and Articles of Association of the Company. The

present issue of Debentures in terms of this Information Memorandum is within the overall powers of

the Board as per the above shareholder resolution(s).

General Risks

Investment in debt and debt related securities involve a degree of risk and Investors should not invest

any funds in the debt instruments, unless they can afford to take the risks attached to such investments

and only after reading the information carefully. For taking an investment decision, the Investors must

rely on their own examination of the Company and the Issue including the risks involved. The

Debentures have not been recommended or approved by Securities and Exchange Board of India

(“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of

Investors is invited to the statement of Risk Factors at SECTION 3: of this memorandum of private

placement for issue of Debentures on a private placement basis (“Information Memorandum” or

“Disclosure Document”). This Information Memorandum has not been submitted, cleared or approved

by SEBI.

Issue of 350 (Three Hundred and Fifty) Secured, Rated, Listed, Redeemable, Transferable,

Non-convertible Debentures of face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each,

aggregating up to Rs. 35,00,00,000/- (Rupees Thirty Five Crores only) on a private placement

basis (the “Issue”).

https://www.efl.co.in/



Issuer’s Absolute Responsibility

The Issuer, having made all reasonable inquiries, confirms and represents that the information contained

in this Information Memorandum/ Disclosure Document is true and correct in all material respects and

is not misleading in any material respect, that the opinions and intentions expressed herein are honestly

held and that there are no other facts, the omission of which makes this document as a whole or any of

such information or the expression of any such opinions or intentions misleading in any material respect.

The Issuer is solely responsible for the correctness, adequacy and disclosure of all relevant information

herein.

Credit Rating

The Debentures proposed to be issued by the Issuer have been rated by India Ratings & Research Private

Limited (“Rating Agency”). The Rating Agency has, vide its letter July 09, 2020 assigned a rating of

“IND A-” with “stable” outlook in respect of the Debentures. The above rating is not a recommendation

to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject

to revision or withdrawal at any time by the rating agency and should be evaluated independently of

any other ratings. Please refer to Annexure I of this Information Memorandum for the letter dated July

09, 2020 from the Rating Agency assigning the credit rating above mentioned.

Issue Schedule

Issue Opens on: July 20, 2020

Issue Closing on: July 20, 2020

Deemed Date of Allotment: July 21, 2020

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at

its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription

during the banking hours on each day during the period covered by the Issue Schedule.

Listing

The Debentures are proposed to be listed on the wholesale debt market of the Bombay Stock Exchange

(“BSE”).

Registrar and Transfer Agent Debenture Trustee

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,

Vikhroli (West) Mumbai 400083

Tel.: 022 49186101

Fax: NA

Email: [email protected]

Contact Person: Mr. Amit Dabhade

Catalyst Trusteeship Limited

Windsor, 6th Floor, Office No. 604, C.S.T. Road,

Kalina, Santacruz (East), Mumbai - 400098

Tel.: 022-49220555

Fax: 022-49220505

Email: [email protected]

Contact Person: Mr. Umesh Salvi

mailto:[email protected]



TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND ABBREVIATIONS 4 SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 8 SECTION 3: RISK FACTORS 11 SECTION 4: FINANCIAL STATEMENTS 13 SECTION 5: REGULATORY DISCLOSURES UNDER SEBI DEBT LISTING

REGULATIONS 14 SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 46 SECTION 7: DISCLOSURES UNDER THE COMPANIES ACT 47 SECTION 8: APPLICANT’S DETAILS 62 SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS 64 SECTION 10: DECLARATION 75 ANNEXURE I: RATING LETTER FROM THE RATING AGENCY 76 ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE 77 ANNEXURE III: APPLICATION FORM 78 ANNEXURE IV: AUDITED FINANCIAL STATEMENTS 82 ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE 83 ANNEXURE VI: COPIES OF BOARD RESOLUTIONS 84 ANNEXURE VII: COPIES OF SHAREHOLDERS’ RESOLUTIONS 85 ANNEXURE VIII: RELATED PARTY TRANSACTIONS 86



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SECTION 1: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the

meanings given below in this Information Memorandum.

Accounting Standards Accounting standards and practices required to be followed under

Applicable Law.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of

the Debentures pursuant to this Issue. Application Form The form used by the recipient of this Information Memorandum,

to apply for subscription to the Debentures, which is annexed to

this Information Memorandum and marked as Annexure III. Board/Board of

Directors The Board of Directors of the Issuer.

Business Day Any day of the week (excluding Saturdays, Sundays and any other

day which is a ‘public holiday’ for the purpose of Section 25 of

the Negotiable Instruments Act, 1881 (26 of 1881)) on which

banks are normally open for business in Mumbai and “Business

Days” shall be construed accordingly. CDSL Central Depository Services Limited Debentures / NCDs 350 (Three Hundred and Fifty) Secured Rated Listed Redeemable

Transferable Non-Convertible Debentures bearing a face value of

Rs. 10,00,000/- (Rupees Ten Lakhs only) each, aggregating to Rs.

35,00,00,000/- (Rupees Thirty Five Crores only). Debenture Holders /

Investors The persons to whom this Information Memorandum has been

issued to and who have subscribed the Debentures in the primary

market and thereafter shall mean and include any Person to whom

the Debentures are transferred to, each who fulfils the following

requirements: (a) Persons who are registered as such as the

beneficial owners in terms of the Debenture Trust Deed; and (b)

Persons who are registered as debenture holder(s) in the Register

of Debenture Holder(s) maintained in terms of the Debenture

Trust Deed. In the event of any inconsistency between sub

paragraph (a) and (b) above, sub paragraph (a) shall prevail.

Deemed Date of

Allotment July 21, 2020.

Debenture Trustee Catalyst Trusteeship Limited, a company incorporated under the

Companies Act, 1956 and having its registered office at GDA

House, First Floor, Plot No. 85, S. No. 94 & 95, Bhusari Colony

(Right), Kothrud, Pune, Maharashtra- 411038. Debenture Trustee

Agreement Agreement executed by and between the Debenture Trustee and

the Company for the purposes of appointment of the Debenture

Trustee to act as debenture trustee in connection with the issuance

of the Debentures. Debenture Trust Deed The debenture trust deed executed/to be executed by and between

the Debenture Trustee and the Company inter alia recording the

terms and conditions for setting out the terms upon which the

Debentures are being issued and shall include the representations

and warranties and the covenants to be provided by the Issuer.

Deed of Hypothecation The deed of hypothecation entered/to be entered into between the

Issuer and the Debenture Trustee, pursuant to which

hypothecation over Secured Property shall be created by the



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Issuer in favour of the Debenture Trustee (acting for and on behalf

of the Debenture Holders). Demat Refers to dematerialized securities which are securities that are in

electronic form, and not in physical form, with the entries noted

by the Depository. Depositories Act The Depositories Act, 1996, as amended from time to time. Depository A Depository registered with SEBI under the SEBI (Depositories

and Participant) Regulations, 1996, as amended from time to time. Depository Participant /

DP A depository participant as defined under the Depositories Act

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

Information

Memorandum

This document which sets out the information regarding the

Debentures being issued on a private placement basis.

DP ID Depository Participant Identification Number. Due Date Any date on which the holders of the Debentures are entitled to

any payments, whether on maturity or earlier, prior to the

scheduled Maturity Date or acceleration in terms of the

Transaction Documents. Electronic Book

Provider/ EBP

BSE Limited

EFT Electronic Fund Transfer. Financial Indebtedness Any indebtedness in respect of the following:

(a) All long-term debt outstanding, whether secured or

unsecured;

(b) Contingent liability pertaining to corporate/ financial

guarantees given on behalf of any company / SPV /

subsidiary / affiliate to the extent of outstanding of such

guaranteed debt;

(c) Any short term debt outstanding, whether secured or

unsecured, availed of in lieu of long term debt or by way

of bridge financing for long term debt;

(d) Any amount raised by acceptance under any acceptance

credit facility;

(e) Receivables sold or discounted (other than any

receivables to the extent they are sold on a non- recourse

basis); and

(f) Any amount raised under any other transaction (including

any forward sale or purchase agreement) having the

commercial effect of a borrowing.

Financial Year/ FY Twelve months period commencing from April 1 of a particular

calendar year and ending on March 31 of the subsequent calendar

year. Final Settlement Date The date on which the payments to be made by the Company in

relation to the Issue have been irrevocably discharged in full

and/or the Debentures have been redeemed by the Company in

full in accordance with the terms of the Transaction Documents. IBC The Insolvency and Bankruptcy Code, 2016, and the rules and

regulations made thereunder which are in effect from time to time

and shall include any other statutory amendment or re-enactment

thereof; Issue Private Placement of the Debentures.



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Issue Closing Date July 20, 2020. Issue Opening Date July 20, 2020. Issuer/ Company Electronica Finance Limited.

Majority Debenture

Holders Debenture Holders whose participation or share in the principal

amount(s) outstanding with respect to the Debentures aggregate

to not less than 75% (Seventy Five Percent) of the value of the

nominal amount of the Debentures for the time being outstanding. Material Adverse Effect The effect or consequence of an event, circumstance, occurrence

or condition which has caused, as of any date of determination, or

could reasonably be expected to cause a material and adverse

effect on the financial condition, business or operation of the

Issuer which in the opinion of the Debenture Trustee is prejudicial

to the ability of the Issuer to perform its obligations under the

Transaction Documents. Maturity Date 18 (Eighteen) months from the Deemed Date of Allotment, or

such other date on which the final payment of the principal

amount of the Debentures becomes due and payable as therein or

herein provided, whether at such stated maturity date, by

declaration of acceleration, or otherwise. N.A. Not Applicable. NSDL National Securities Depository Limited. PAN Permanent Account Number. RBI Reserve Bank of India. Rating Agency India Ratings & Research Private Limited, being a credit rating

agency registered with SEBI pursuant to SEBI (Credit Rating

Agencies) Regulations 1999, as amended from time to time. 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) Business Days

prior to any Due Date. R&T Agent Link Intime India Private Limited, a company having its

registered office at C-101, 1st Floor, 247 Park, Lal Bahadur

Shastri Marg, Vikhroli (West) Mumbai - 400083

ROC Registrar of Companies. Rs. / INR Indian Rupee. RTGS Real Time Gross Settlement. SEBI Securities and Exchange Board of India constituted under the

Securities and Exchange Board of India Act, 1992 (as amended

from time to time). SEBI Debt Listing

Regulations The Securities and Exchange Board of India (Issue and Listing of

Debt Securities) Regulations, 2008 issued by SEBI, as amended

from time to time. SEBI Electronic Book

Mechanism Guidelines

The guidelines issued by SEBI and pertaining to the Electronic

Book Mechanism set out in the terms specified by SEBI in its

Circular dated January 05, 2018 (bearing reference number

SEBI/HO/DDHS/CIR/P/2018/05) titled ‘Electronic book

mechanism for issuance of securities on private placement basis’

read with the related clarifications dated August 16, 2018 (bearing

reference number SEBI/HO/DDHS/CIR/P/2018/122), and the

related operational guidelines issued by the concerned Electronic

Book Provider, as may be amended, clarified or updated from

time to time.



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Security The security for the Debentures as specified in clause 5.19. Tax or Taxes Any and all present or future, direct or indirect, claims for tax,

withholding tax, surcharge, levy, impost, duty, cess, statutory due

or other charge of a similar nature (including any penalty or

interest payable in connection with any failure to pay or any delay

in paying any of the same) including on gross receipts, sales, turn-

over, value addition, use, consumption, property, service, income,

franchise, capital, occupation, license, excise, documents (such as

stamp duties) and customs and other taxes, duties, assessments, or

fees, however imposed, withheld, levied, or assessed by any

Government. TDS Tax Deducted at Source. The Companies Act/ the

Act The Companies Act, 2013 or where applicable, the provisions of

the Companies Act, 1956, still in force.

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

Transaction Documents. Transaction Documents The documents executed in relation to the issue of the Debentures

and the creation of the Security and shall include the Information

Memorandum, the Debenture Trustee Agreement, the Deed of

Hypothecation, the Debenture Trust Deed and any other

document that may be designated by the Debenture Trustee as a

Transaction Document. WDM Wholesale Debt Market. Wilful Defaulter An entity who is categorized as a wilful defaulter by any Bank or

financial institution or consortium thereof, in accordance with the

guidelines on wilful defaulters issued by the Reserve Bank of

India and includes an entity whose director or promoter is

categorized as such.



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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 ISSUER’S DISCLAIMER

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

should not be construed to be a prospectus or a statement in lieu of a prospectus under the Companies

Act. The issue of the Debentures to be listed on the WDM segment of the BSE is being made strictly

on a private placement basis. Multiple copies hereof given to the same entity shall be deemed to be

given to the same person and shall be treated as such. This Information Memorandum does not

constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures

to the public in general.

As per the applicable provisions, it is not necessary for a copy of this Information Memorandum /

Disclosure Document to be filed or submitted to the SEBI for its review and/or approval.

This Information Memorandum has been prepared in conformity with the SEBI Debt Listing

Regulations as amended from time to time and the applicable RBI Circulars governing private

placements of debentures by NBFCs. This Information Memorandum has been prepared solely to

provide general information about the Issuer to the eligible investors to whom it is addressed and who

are willing and eligible to subscribe to the Debentures. This Information Memorandum does not

purport to contain all the information that any eligible investor may require. Further, this Information

Memorandum has been prepared for informational purposes relating to this transaction only and upon

the express understanding that it will be used only for the purposes set forth herein.

Neither this Information Memorandum nor any other information supplied in connection with the

Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this

Information Memorandum should not consider such receipt as a recommendation to subscribe to any

Debentures. Each potential Investor contemplating subscription to any Debentures should make its

own independent investigation of the financial condition and affairs of the Issuer, and its own

appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial,

legal, tax and other professional advisors as to the risks and investment considerations arising from

an investment in the Debentures and should possess the appropriate resources to analyze such

investment and the suitability of such investment to such potential Investor’s particular

circumstances.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the

documents incorporated by reference herein, if any) contains all the information that is material in

the context of the Issue and regulatory requirements in relation to the Issue and is accurate in all such

material respects. No person has been authorized to give any information or to make any

representation not contained or incorporated by reference in this Information Memorandum or in any

material made available by the Issuer to any potential Investor pursuant hereto and, if given or made,

such information or representation must not be relied upon as having been authorized by the Issuer.

The Issuer certifies that the disclosures made in this Information Memorandum are adequate and in

conformity with the SEBI Debt Listing Regulations. Further, the Issuer accepts no responsibility for

statements made otherwise than in the Information Memorandum or any other material issued by or

at the instance of the Issuer and anyone placing reliance on any source of information other than this

Information Memorandum would be doing so at its own risk.

This Information Memorandum, and the contents hereof are restricted only for the intended

recipient(s) who have been addressed directly and specifically through a communication by the

Issuer and only such recipients are eligible to apply for the Debentures. All Investors are

required to comply with the relevant regulations/guidelines applicable to them for investing in

this Issue. The contents of this Information Memorandum are intended to be used only by those



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potential Investors to whom it is distributed. It is not intended for distribution to any other

person and should not be reproduced by the recipient.

No invitation is being made to any person other than those to whom Application Forms along with

this Information Memorandum being issued have been sent. Any application by a person to whom

the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any

reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in

whole or part or make any announcement in public or to a third party regarding the contents hereof

without the consent of the Issuer. The recipient agrees to keep confidential all information provided

(or made available hereafter), including, without limitation, the existence and terms of the Issue, any

specific pricing information related to the Issue or the amount or terms of any fees payable to us or

other parties in connection with the Issue. This Information Memorandum may not be photocopied,

reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon

request, the recipients will promptly return all material received from the Issuer (including this

Information Memorandum) without retaining any copies hereof. If any recipient of this Information

Memorandum decides not to participate in the Issue, that recipient must promptly return this

Information Memorandum and all reproductions whether in whole or in part and any other

information statement, notice, opinion, memorandum, expression or forecast made or supplied at any

time in relation thereto or received in connection with the Issue to the Issuer.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events

after the date of Information Memorandum and thus it should not be relied upon with respect to such

subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made hereafter

shall, under any circumstances, constitute a representation or create any implication that there has

been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an

offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized

or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken

to permit an offering of the Debentures or the distribution of this Information Memorandum in any

jurisdiction where such action is required. Persons into whose possession this Information

Memorandum comes are required to inform themselves about and to observe any such restrictions.

The Information Memorandum is made available to potential Investors in the Issue on the strict

understanding that it is confidential.

2.2 DISCLAIMER CLAUSE OF STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the

SEBI Debt Listing Regulations. It is to be distinctly understood that submission of this Information

Memorandum to the BSE should not in any way be deemed or construed to mean that this Information

Memorandum has been reviewed, cleared, or approved by the BSE; nor does the BSE in any manner

warrant, certify or endorse the correctness or completeness of any of the contents of this Information

Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or will continue

to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial

and other conditions of the Issuer, its promoters, its management or any scheme or project of the

Issuer.

2.3 DISCLAIMER CLAUSE OF SEBI



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As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this

Information Memorandum has to be filed with or submitted to the SEBI for its review / approval. It

is to be distinctly understood that this Information Memorandum should not in any way be deemed

or construed to have been approved or vetted by SEBI and that this Issue is not recommended or

approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any

proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the

statements made or opinions expressed in this Information Memorandum.

2.4 DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to Investors as specified under the clause titled “Eligible Investors” of this

Information Memorandum, who shall be/have been identified upfront by the Issuer. This Information

Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered

hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue

will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai. This Information

Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures

herein, in any other jurisdiction to any person to whom it is unlawful to make an offer 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 or

recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based

its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating

Agency does not, however, guarantee the accuracy, adequacy or completeness of any information

and is not responsible for any errors or omissions or for the results obtained from the use of such

information. Most entities whose bank facilities/instruments are rated by the Rating Agency have

paid a credit rating fee, based on the amount and type of bank facilities/instruments.

2.6 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the

Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the

Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take

necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor

with its depositary participant. The Issuer will make the Allotment to Investors on the Deemed Date

of Allotment after verification of the Application Form, the accompanying documents, in accordance

with the SEBI Electronic Book Mechanism Guidelines and on realisation of the application money.



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SECTION 3: RISK FACTORS

The following are the risks envisaged by the management of the Company relating to the Company,

the Debentures and the market in general. Potential investors should carefully consider all the risk

factors in this Disclosure Document for evaluating the Company and its business and the Debentures

before making any investment decision relating to the Debentures. The Company believes that the

factors described below represent the principal risks inherent in investing in the Debentures, but does

not represent that the statements below regarding the risks of holding the Debentures are exhaustive.

The order of the risk factors is intended to facilitate ease of reading and reference and does not in any

manner indicate the importance of one risk factor over another. Investors should also read the detailed

information set out elsewhere in this Disclosure Document and reach their own views prior to making

any investment decision.

If any one of the following stated risks actually occurs, the Company’s business, financial conditions

and results of operations could suffer and, therefore, the value of the Company’s Debentures could

decline and/or the Company’s ability to meet its obligations in respect of the Debentures could be

affected. More than one risk factor may have simultaneous effect with regard to the Debentures such

that the effect of a particular risk factor may not be predictable.

Please note that unless specified or quantified in the relevant risk factors, the Company is not in a

position to quantify the financial or other implications of any risk mentioned herein below:

a. Repayment of principal is subject to the credit risk of the Company.

Potential investors should be aware that receipt of the principal amount along with yield

payable thereon and any other amounts that may be due in respect of the Debentures is subject

to the credit risk of the Company and the potential investors assume the risk that the Company

may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy

proceedings or composition, scheme of arrangement or similar proceedings to avert

bankruptcy are instituted by or against the Company, the payment of sums due on the

Debentures may be substantially reduced or delayed.

b. Tax Considerations and Legal Considerations

Special tax considerations and legal considerations may apply to certain types of potential

investors. Potential investors are urged to consult with their own financial, legal, tax and

other professional advisors to determine any financial, legal, tax and other implications of

this investment.

c. Company’s indebtedness and covenants imposed by its financing arrangements may

restrict its ability to conduct its business or operations

Company’s financing arrangements require it to maintain certain security cover for some of

its borrowings. Should there be any breach of financial or other covenants of any financing

arrangements and such breach continues beyond the stipulated cure period (if any), the

Company may be subjected to various consequences as a result of such default including

forced repayment of such borrowings. Further, under some of the financing arrangements,

the Company is required to inform / obtain prior approval of the lenders / debentures holders

/ debenture trustee for various actions. This may restrict / delay some of the actions /

initiatives of the Company from time to time.



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d. Accounting Considerations

Special accounting considerations may apply to certain types of taxpayers. Potential investors

are urged to consult with their own accounting advisors to determine implications of this

investment.

e. Security maybe insufficient to redeem the Debentures

The Debentures are proposed to be secured by the assets described in clause 5.19 below. In

the event that the Company is unable to meet its payment and other obligations towards

potential investors under the terms of the Debentures, the Debenture Trustee may enforce the

security. The potential investors’ recovery in relation to the Debentures will be inter alia

subject to (i) the market value of the security; and (ii) finding a willing buyer for the security

at a price sufficient to repay the amounts due and payable to the potential investors’ amounts

outstanding under the Debentures.

f. Material changes in regulations to which the Company are subject could impair the

Company’s ability to meet payments or other obligations.

The Company is subject generally to changes in Indian law, as well as to changes in

government regulations and policies and accounting principles. Any changes in the

regulatory framework could adversely affect the profitability of the Company or its future

financial performance, by requiring a restructuring of its activities, increasing costs or

otherwise.

g. Economic fallout from the spread of the Covid-19 virus may impact the Issuer’s

business prospects, financial condition, result of operations and credit risk

The spread of the Covid-19 virus has affected millions across the globe and the same coupled

with measures taken by the governments including lockdowns/ curfew has not only affected

day to day lives of people but has also given a hard blow to the supply chain of factories, with

trade routes being disturbed and slowing down of the industry, trade, commerce and business

activities across all sectors. The Covid-19 virus pandemic is also adversely affecting, and is

expected to continue to adversely affect, our operations, liquidity and cashflows.

While the extent of negative financial impact cannot be reasonably estimated at this time, a

sustained economic slowdown may significantly affect our business, financial condition,

liquidity, cashflows and results of operations and the same will depend on future

developments, which are highly uncertain and cannot be predicted, including new

information which may emerge concerning the severity of the Covid-19 virus and the actions

to contain the Covid-19 virus or treat its impact, among others. Consequently, there may be

a negative effect on the Company’s ability to service the obligations in relation to the

Debentures.



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SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for the last three financial year ends are set out in

Annexure IV hereto.



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SECTION 5: REGULATORY DISCLOSURES UNDER SEBI DEBT LISTING

REGULATIONS

The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing

Regulations and in this section, the Issuer has set out the details required as per Schedule I of the

SEBI Debt Listing Regulations.

5.1 Documents Submitted to the Exchanges

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

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

D. Copy of the resolution passed by the shareholders of the Company at the Annual General

Meeting held on September 30, 2019 and September 29, 2018 authorizing the issue/offer of

non-convertible debentures by the Company;

E. Copy of the resolution passed by the Board of Directors authorizing the issuance of the

Debentures and the list of authorized signatories;

F. An undertaking from the Issuer stating that the necessary documents for the creation of the

charge, including the Debenture Trust Deed would be executed within the time frame

prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the

website of the BSE, where the debt securities have been listed, within 5 (Five) working days

of execution of the same;

G. Where applicable, an undertaking that permission / consent from the prior creditor for a second

or pari passu charge being created, in favour of the trustees to the proposed issue has been

obtained; and

H. Any other particulars or documents that the recognized stock exchange may call for as it deems

fit.

5.2 Documents Submitted to Debenture Trustee

The following documents have been/shall be submitted to the Debenture Trustee in electronic form

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

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

D. Latest audited / limited review half yearly consolidated (wherever available) and standalone

financial information (profit & loss statement, balance sheet and cash flow statement) and

auditor qualifications, if any.

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities,

submit the details mentioned in point (D) above to the Debenture Trustee within the timelines

as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.

SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for

furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One

Hundred and Eighty) calendar days from the end of the financial year, submit a copy of the

latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to

share the details submitted under this clause with all ‘Qualified Institutional Buyers’ and

other existing debenture-holders within 2 (two) Business Days of their specific request.



15

5.3 Name and Address of Registered Office of the Issuer:

Name of the Issuer: Electronica Finance Limited

Registered Office of Issuer: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune -

411004

Corporate Office of Issuer: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune -

411004

Compliance Officer of Issuer: Ms. Khwahish Rawal

Chief Financial Officer of Issuer: Mr. Mayank Thatte

Registration Number: B-13.01093

Corporate Identification Number: U65910PN1990PLC057017

Phone No.: 020-67290700

Fax No.: NA

Contact Person: Khwahish Rawal

Email: [email protected] / [email protected]

Website of Issuer: https://www.efl.co.in

Auditors of the Issuer: S.R. Batliboi & Co. LLP

Address: 12th Floor, The Ruby, 29 Senapati Bapat Road,

Dadar (West)

Trustee to the Issue: Catalyst Trusteeship Limited

Address: Windsor, 6th floor, Office No.604, C.S.T Road,

Kalina, Santacruz (East), Mumbai - 400098

Registrar to the Issue: Link Intime India Pvt. Ltd

Address: C-101, 1st Floor, 247 Park, Lal Bahadur Shastri

Marg, Vikhroli (West) Mumbai - 400083

Credit Rating Agency: India Ratings & Research Private Limited

Address: Wockhardt Tower, West Wing, Level 4,

Bandra Kurla Complex, Mumbai, 400051

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

(a) Overview:

The Company is systematically important non deposit taking Non-Banking Financial

Company (NBFC-ND-SI) registered with the Reserve Bank of India. Electronica Finance

Ltd, incorporated in 1990, is a part of the SRP Electronica Group and a pioneer in the field

of Machine Finance. After an eventful journey of close to 3 decades, EFL today has more



16

than 50 offices across the country, has served more than 7500 customers and has an AUM in

excess of Rs.1350 crores.

The origin of the SRP Electronica Group was that of a manufacturing company started by a

group of first-generation technocrats. With the experience of starting a new business also

came the realization about the challenges, especially financial, that a typical SME business

has to face. As a result, the group’s understanding of machines, as well as manufacturing

experience, was leveraged to start financing of machine purchases, which at that time was a

pioneering effort. This understanding was also used to start other innovative services like

doorstep finance and assessment-based financing. Very soon, The Company started financing

machines of other manufacturers in the machine tool as well as other industries. EFL’s

ground-breaking products, services and last mile connectivity were also recognized by

SIDBI, which resulted in a partnership which is now more than 12 years old.

Keeping in mind the overall philosophy of customer centricity and assessment-based

financing, products such as loans for purchase of industrial properties, bill discounting and

working capital loans were introduced and they have contributed to EFL’s success. EFL

today continues to be shaped by its experiences and philosophy of customer centricity,

innovation and transparency. This is also the genesis of new business verticals like micro

enterprise financing, which aims at providing much-needed funds to businesses across the

trading and service industry.

With its vision of “Creating success stories for businesses”, EFL is perfectly poised to

successfully continue on this journey of passion and progress. The Company has currently

floated the following products:

Loan

Product

Loan Amount Loan

Tenure

Interest

Rate

Processi

ng Fees

Repayment

Method

Term

Loan

Rs. 3 Lacs - Rs.

3 Crores

3 Years

to 5

Years

14% to 18% 0.5 - 2% Equated Monthly

Instalment

Business

Loan

Rs. 3 Lacs - Rs.

3 Crores

1 Years

to 2

Years

14% to 18%

0.5 - 2% Equated Monthly

Instalment

Industrial

Property

Loan

Rs. 3 Lacs - Rs.

3 Crores

3 Years

to 7

Years

14% to 18%


Instalment

Hire

Purchase

Rs. 3 Lacs - Rs.

3 Crores

3 Years

to 5

Years

14% to 18%

0.5 - 2% Hire Purchase

Charges

Emerging

Enterprise

Loans

Rs. 3 Lacs – Rs.

50 Lacs

3 Years

to 6

Years

14% to 20%


Instalment

MFI Rs. 3 Lacs - Rs.

3 Crores

1 Years

to 2

Years

14% to 18%


Instalment



17

(b) Corporate Structure/Organization Structure:

(c) Key Operational and Financial Parameters for the last 3 audited years on a consolidated

basis (wherever available) else on a standalone basis.

(Rs. Crores)

Parameters FY 2020 FY 2019 FY 2018

Networth 268.89 148.24 136.73

Total Debt 554.60 564.39 459.60

Comprising

of

Non-Current Maturities of

Long Term Borrowing 291.13 303.74 250.33

Short Term Borrowing 8.05 26.04 33.71

Current Maturities of Long

Term Borrowing 255.42 234.61 175.56

Net Fixed Assets 68.17 58.81 50.27

Non-Current Assets 469.47 430.42 371.82

Cash and Cash Equivalents 54.30 7.88 11.23

Current Investments - - 0.98

Current Assets 429.94 346.44 291.00

Current Liabilities 298.02 300.43 253.40

Assets Under Management 1,398.25 1,263.37 1,101.26

Off Balance Sheet Assets 308.04 248.61 216.32

Shilpa Pophale

(Managing Director)

Business – Tushar Chandorkar

CEF & EEF Product & Sales – Marul Kapoor

CEF Sales – ChanderkantJaishali

SBF Sales – Vishal Bhand

Collection – Bharat Jaykar

Customer Care, Telesales, BIU - Mugdha

Credit – Suhas Gore

SBF Product, Branding &

Marketing –Ashutosh

Putambekar

EEL & FIG Product & Sales– Pankaj

Bharate

Ops, Admin, IT, Secretarial, Legal –

Amit Gadre

HR, CSR – Ashwini Shivram

CFO – Mr Mayank Thatte



18

Interest Income 147.09 126.76 120.90

Interest Expense 66.57 54.82 48.88

Provisioning & Write-offs 8.51 10.90 14.77

PAT 17.46 13.34 16.77

Gross NPA (%) 2.71% 1.74% 1.74%

Net NPA (%) 1.28% 0.70% 1.42%

Tier I Capital Adequacy Ratio (%) 26.94% 16.88% 17.19%

Tier II Capital Adequacy Ratio (%) 1.48% 1.83% 2.75%

(d) Gross Debt: Equity Ratio of the Company:

Before the issue of debt securities 2.52

After the issue of debt securities 2.65

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

NA

5.5 A 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. June 30, 2020:

Share Capital Number of

Securities

Nominal

Value Amounts

Authorised:

Equity

Preference

3,00,00,000

70,00,000

10

20

30,00,00,000

14,00,00,000

TOTAL 44,00,00,000

Issued, Subscribed and Fully

Paid- up

2,25,34,645 10 22,53,46,450

Preference Shares 63,26,839 20 12,65,36,780

TOTAL 35,18,83,230

B. Changes in its capital structure as on last quarter end i.e. June 30, 2020, for the last five

years:

Date of change

(AGM/EGM)

Rupees Particulars

25th November, 2019

(EGM)

28th November, 2019

(Allotment)

INR 85,00,00,000/- (Indian

Rupees Eighty Five Crore

only)

INR 85,00,00,000/- (Indian Rupees

Eighty Five Crore only) as share

subscription amount from ESF

Holdings towards subscription of

50,18,302 Series A compulsorily

convertible preference shares of

the Company, having face value of

INR 20/- (Indian Rupees Twenty

only) each at a premium of INR

149.38/- (Indian Rupees One



19

Hundred Forty Nine point Three

Eight only) per CCPS

4th March, 2020

(EGM)

11th March, 2020

(Allotment)

INR 221,640,000 1,308,537 Series A compulsorily

convertible preference shares of

the Company, having face value of

INR 20/- (Indian Rupees Twenty

only) each at a premium of INR

149.38/- (Indian Rupees One

Hundred Forty Nine point Three

Eight only) per CCPS to ESF

Holdings

C. Equity Share Capital History of the Company as on last quarter end i.e. June 30, 2020,

for the last five years:

D. Details of any Acquisition or Amalgamation in the last 1 (one) year:

There has been no acquisition or amalgamation in the last 1 (one) year

E. Details of any Reorganization or Reconstruction in the last 1 (one) year:

There has been no reorganization or reconstruction in the last 1 (one) year

5.6 Details of the shareholding of the Company as on June 30, 2020:

A. Shareholding pattern of the Company as on June 30, 2020:

Sr.

No. Shareholders

No. of

Shares

Number of

shares held in

Dematerialised

Form

Total Shareholding

as a % of total no.

of equity shares.

1. Mr. S. R. Pophale 1,467,867

1,467,867

6.51%

Cumulative Paid Up

Capital

Date

of

Allot

ment

Nam

e of

Inves

tor

No of

Equity

Shares

Face

Value

(in

Rs.)

Issu

e

Pric

e

(in

Rs.)

Consider

ation

(Cash,

other

than

cash,

etc.)

Nat

ure

of

Allo

tme

nt

No of

Equity

Shares

Equity

Share

Capital

(Rs.)

Equity

Share

Premi

um

(Rs)

per share

Septembe

r 29, 2017

Mr.

Shrika

nt

Popha

le

4,23,945 10

58.97

Cash Priva

te

Place

ment

4,23,945 22,53,46

,450

48.97/-



20

2. Mrs Mugdha R Kaskhediker 22,000 22,000 0.10%

3. Ms. Shilpa Pophale 31,500 31,500 0.14%

4. Mrs. Priya A

Dharmadhikari 30,500 30,500 0.14%

5. Mrs. Manisha S Pophale 143,620 143,620 0.64%

6. Mr. Sujit

Natekar 34,333 34,333 0.15%

7. Mr. Adwait

Dharmadhikari 500 500 0.00%

8. Mr. Rahul Kaskhediker 33,834 33,834 0.15%

9. Mr. Shashikant


10. Mr.Adwait Dharmadhikari

(HUF) 33,833 33,833 0.15%

11. Mr. Sharad Natekar jointly

with Mr. Sujit

Natekar

1,000 1,000 0.00%

12. Mr. Sujit Natekar

(HUF) 500 500 0.00%

13. Electronica Hi Tech Machine

Tool Private Limited 100,000 100,000 0.44%

14. Electronica Industries

Limited 10,517,125 10,517,125 46.67%

15. Mugdha Investment &

Finance Private Limited 9,547,120 9,547,120 42.37%

16. Others ( Non Promotors )

***** 216,180 5,000 0.96%

17. ESF Holdings 354,233 354,233 1.57%

Total 22,534,645

22,323,465 100%

The promoters have not pledged or encumbered any of the shares held by them in the company.

B. List of top 10 holders of equity shares of the Company as on June 30, 2020:

Sr.

No. Shareholders

No. of

Shares

Number of

shares held in

Dematerialise

d Form

Total Shareholding

as a % of total no.

of equity shares.

1. Electronica Industries

Limited 10,517,125 10,517,125 46.67%

2. Mugdha Investment &

Finance Pvt Ltd 9,547,120 9,547,120 42.37%

3. Mr. S. R. Pophale 1,467,867

1,467,867

6.51%

4. ESF Holdings 354,233 354,233 1.57%



21

5. Mrs Manisha Pophale 143,620 143,620 0.64%

6. Electronica Hitech Machine

Tools Private Limited 100,000 100,000 0.44%

7. Mr. Sujit Natekar 34,333 34,333 0.15%

8. Mr. Rahul Kaskhediker 33,834 33,834 0.15%

9. Adwait Dharmadhikari

(HUF) 33,833 33,833 0.15%

10. Ms Shilpa Pophale 31,500 31,500 0.14%

5.7 Following details regarding the directors of the Company:

A. Details of current directors of the Company as on June 30,2020:

This table sets out the details regarding the Company’s Board of Directors

Sr.

No.

Name and

DIN

Age Designation Address Director of

the

Company

since

Details of

other

directorship

1. Ms. Shilpa

Pophale-

00182457

49 Managing

Director

F 302,

Devkunj

Apartment,

Final Plot

No. 89A,

Prabhat

Road.,

Erandawana.

Pune 411004

01/06/2006

Electronica

Industries

Limited

Electronica

Hitech

Machine Tools

Pvt Ltd

2. Mr. Sujit

Natekar-

00182517

50 Additional

Director

(Non

Executive)

F 302,

Devkunj

Apartment,

Final Plot

No. 89A,

Prabhat

Road.,

Erandawana.

Pune 411004

19/11/2019 Electronica

Hitech

Machine Tools

Pvt Ltd

Electronica

Tungsten

Limited

3 Mr.

Venkatesh

Srinivasan-

02110770

49 Independent

Director

21,

Purushottam

Nagar,

S.V.Road,

Bandra

(West),

Mumbai-

400050,

Maharashtra,

India

09/01/2010 Healtha2z

(India) Private

Limited

Pointer8

Consumer

Insights

Private

Limited



22

4 Mr.

Thallapaka

Venkateswara

Rao-

05273533

68 Independent

Director

Flat No 803,

Silverlake

Terrace

Apts, No.

167,

Richmond

Road,

Banglore-

560025,

Karnataka,

India

11/06/2013 NATCO

Pharma

Limited

Fidas Tech

Private

Limited

Ladderup

Finance

Limited

BGSE

Financials

Limited

Sanvira

Industries

Limited

Easy Home

Finance

Limited

Lendingkart

Finance

Limited

PNB Metlife

India

Insurance

Company

Limited

STCI Primary

Dealer Limited

5 Mr. Milind

Limaye-

00334854

60 Independent

Director

2163 Flat

no.-3,

Ganesh

Puram, near

Neelayam

Theatre,

Sadashiv

Peth Pune

411030

27/03/2017 Ceva Polchem

Private

Limited

Unnayan

Marketing And

Consultancy

Private

Limited

None of the directors of the Company are appearing in the RBI defaulter list and/or ECGC default list.



23

B. Details of change in directors since last three years:

Name Designati

on

DIN Date of

Appointment

/ Resignation

Director of the

Company

since (in case

of resignation)

Remarks

Mr. Vijay

Bhaskar

Pedamallu

Additional

Director

(Independ

ent)

0662988

4

Resignation 26/10/2016 Appointed

w.e.f.

26/10/2016 &

resigned

w.e.f.

18/03/2017

Mr. Milind

Limaye

Additional

Director

(Independ

ent)

0033485

4

Appointment - Appointed

w.e.f.

27/03/2017

Mr. Shriram

Gogate

Non-

Executive

Director

0005796

6

Resignation 28/03/2012 Appointed

w.e.f.

28/03/2012 &

vacation of

office w.e.f.

03/04/2017

due to death

Mr.

Venkatesan

Sridar

Additional

Director

0224133

9

Resignation 29/09/2018 Resigned

w.e.f. 22nd

July, 2019

Mrs.

Mugdha

Kaskhediker

Whole

Time

Director

0176479

3


w.e.f. 8th July,

2019

Mr. Shrikant

Pophale

Executive

Director

0039385

9


w.e.f. 1st

November,

2019

Mr. Sujit

Natekar

Additional

Director

(Non

Executive)

0018251

7

Appointment - Appointed

w.e.f. 19th

November,

2019

5.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor since Remark

M/s S. R.

Batliboi & Co.

LLP

14th Floor, The Ruby, 29

Senapati Bapat Marg, Dadar

(West) Mumbai- 400028

F Y 2017-18 None

Appointed as the Statutory Auditor at the Annual General Meeting held on

27/09/2017



24

B. Details of change in auditors since last three years:

Name Address Date of

Appointment /

Resignation

Auditor of the

Company since

(in case of

resignation)

Remarks

M/s M. P.

Chitale & Co.

417/1, Narayan

Peth, Munjaba

Lane, Pune-

411030

Since year 2003-

04

The Auditor

were changed

due to

requirement of

Companies Act

M/s S. R.

Batliboi & Co.

LLP

14th Floor, The

Ruby, 29

Senapati Bapat

Marg, Dadar

(West)

Mumbai-

400028

Date of

Appointment -

27/09/2017

5.9 Details of borrowings of the Company, as on latest quarter end i.e. June 30, 2020:

A. Details of Secured Loan Facilities as on June 30, 2020:

(Rs. In Cr.)

Lender Name Type of

Facility

Sanction

Date

Amount

Sanction

ed

Principle

Outstandi

ng

Security Payme

nt Date

Maturit

y Date

Repayment

Date/Sched

ule

FEDRAL BANK

TERM LOAN 2

AUDUMBAR

PROPERTY

Term

Loan

Dec-17 15.00 11.84 Equitable

Mortgage of

Property of

Prabhat

Road Office

22 22-05-

25

Monthly

SBI TERM

LOAN 7

Term

Loan

Dec-17 40.00 17.54 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

28 28-05-

22

Monthly

CORPORATION

BANK TERM

LOAN

Term

Loan

Oct-19 25.00 25.13 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 10%

30 30-06-

25

Monthly

Union Bank

Term Loan 2

Term

Loan

Sep-19 50.00 44.52 Exclusive

charge on

term loan

receivables

pool with

underlying

30 28-02-

25

Monthly



25

asset with

Margin 25%

HDFC BANK

TL 13

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

7 07-02-

23

Monthly

Union Bank of

India TL 1

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

30 30-08-

23

Monthly

HDFC BANK

TL XI

Term

Loan

Mar-18 30.00 9.61 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

7 07-05-

21

Monthly

BAJAJ

FINANCE

TERM LOAN - 4

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

5 05-01-

23

Monthly

BAJAJ

FINANCE

TERM LOAN - 5

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

5 05-02-

23

Monthly

THE

CATHOLIC

SYRIAN BANK

LTD TL 1

Term

Loan

Apr-17 10.00 3.88 Exclusive

charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin of

1.15 times

5 05-04-

22

Monthly

United Bank of

India TL 1

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

27 27-11-

24

Monthly



26

FEDRAL BANK

TERM LOAN 1

Term

Loan


charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin of

1.15 times

8 08-12-

22

Quarterly

BAJAJ

FINANCE

TERM LOAN -

III

Term

Loan

Aug-18 15.00 7.34 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

5 05-11-

21

Monthly

INDIAN

BANK - TL 5

Term

Loan


charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin 25%

1 01-01-

22

Monthly

HDFC BANK

TL XII

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

7 07-04-

22

Monthly

THE SOUTH

INDIAN BANK

LIMITED TL 2

Term

Loan

Sep-17 10.00 4.09 Hypothecati

on of

Specific

receivables

for

respective

facilily with

asset

coverage of

1.25 times

of loan

amount.

Negative

lien upon

the assets

charged

28 28-04-

22

Monthly

SYNDICATE

BANK TL X

Term

Loan


charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin 25%

30 30-04-

21

Monthly

Federal Bank TL

3

Term

Loan

Jul-19 15.00 12.40 Exclusive

charge on

term loan

receivables

pool with

30 08-01-

24

Quarterly



27

underlying

asset with

Margin 15%

Indian Bank

Term Loan 6

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin

133%

30 01-10-

24

Monthly

Indian Bank

Term Loan 7

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin

133%

19 19-08-

25

Monthly

THE SOUTH

INDIAN BANK

TL 1

Term

Loan

Dec-16 20.00 4.30 Hypothecati

on of

Specific

receivables

for

respective

facilily with

asset

coverage of

1.25 times

of loan

amount.

Negative

lien upon

the assets

charged

30 30-07-

21

Monthly

SBM BANK

MAURITIUS

LTD TL1

Term

Loan


hypothcatio

n charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin 25%

30 30-09-

20

Quarterly

TATA CAPITAL

LTD TERM

LOAN XII

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

9 09-03-

23

Monthly

ALLAHABAD

BANK TL II

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

30 30-10-

23

Monthly



28

Margin

133%

THE

CATHOLIC

SYRIAN BANK

TL 2

Term

Loan

Jan-19 15.00 10.99 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

5 05-02-

24

Monthly

SBM BANK

MAURITIUS

LTD TL 2

Term

Loan


hypothcatio

n charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin 20%

30 30-09-

21

Quarterly

NABSAMRUDD

HI FINANCE

LIMITED

Term

Loan

Feb-17 15.00 5.22 Exclusive

charge on

specific

term loan

receivables

pool with

underlying

asset

coverage of

120% of

Principal

Amount &

Negative

Lien upon

the assets &

Personal

Gaurantee

of Ms.

Shilpa

Pophale

30 30-03-

22

Quarterly

SYNDICATE

BANK TL IX

Term

Loan


charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin 25%

30 31-10-

20

Monthly

FEDBANK

FINANCIAL

SERVICES LTD

TL 1

Term

Loan

Jul-17 10.00 3.33 Exclusive

charge on

specific

term loan

receivables

pool with

underlying

asset with

Margin of

1.10 times

1 01-08-

21

Monthly



29

ADITYA BIRLA

FINANCE LTD

TL 1

Term

Loan

Aug-16 10.00 3.15 Exclusive

charge on

specific

term loan

receivables

of Industrial

Property

Loan with

underlying

asset with

Margin 25%

& Personal

Guarantee

of MD

1 01-10-

21

Monthly

Nabsamruddhi

Finance Limited

TL 2

Term

Loan


charge on

term loan

receivables

pool with

underlying

asset with

Margin 20%

30 30-10-

23

Quarterly

SARASWAT

WCDL

WCDL Mar-17 5.00 1.03 HP

receivables

Carved out

from Cash

Credit

Limit,

Personal

Guarantee

of MD

30 30-09-

20

Bullet

TOTAL

609.00

356.78

Working Capital (Cash Credit)

Name Produc

ts

Loan

Amount

Utilized

amount

Tenure

(Months)

Security

SBI Workin

g

Capital

5,000.00

13.23

12 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

HDFC Bank Ltd

CC

Workin

g

Capital

1,000.00

8.45

12 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

IDBI BANK Workin

g

Capital

500.00

- 12 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%



30

BANK OF

MAHARASHTR

A

Workin

g

Capital

900.00

0.05

12 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

& Personal

Guarantee

of MD

SBM Workin

g

Capital

800.00

4.50

12 Exclusive

charge on

term loan

receivables

pool with

underlying

asset with

Margin 25%

8,200.00

26.23

Letter of Credit

Name Produc

ts

Total

Limit

Utilized

amount

Security

*BANK OF

MAHARASHTR

A (SUB LIMIT

OF CC)

LC

500.00

- Charge on

Imported

Machine

SYNDICATE

BANK

LC

300.00

86.48

Charge on

Imported

Machine

SBM BANK LC

800.00

- Charge on

Imported

Machine

1,600.00

86.48

B. Details of Unsecured Loan Facilities as on June 30, 2020:

Lender’s Name Type of

Facility

Amount

sanctioned

Principal

Amount O/S

Repayment

Date/ Schedule

IFMR Capital TIER II 25.00 9.00 Sept 30,2021

C. Details of Non-Convertible Debentures as on June 30, 2020:

(Rs. In Cr.)

Deben

ture

Series

Tenor/P

eriod of

Maturit

y

Coupon

(Rate of

Interest)

Amount Date

of

allotm

ent

Redemp

tion on

Date/

Schedul

e

Credit

Rating

Secure

d/

Unsecu

red

Security



31

Aav

Sarl

(Symb

iotics)

48 10.95% 52.90 March

30,

2017

Mar 30,

2021

BBB+ Secured Exclusive

charge on

specific

term loan

receivable

s pool

with

underlyin

g asset

Global

Climat

e

Partne

rship

Fund

Sa

Sicav

48 11.40% 70.00 30/03/

2019

Mar

30,2024

- Secured Exclusive

charge on

specific

term loan

receivable

s pool

with

underlyin

g asset

D. List of Top 10 Debenture Holders (as on June 30, 2020):

S. No. Name of Debenture Holders Amount (Rs. Cr)

1 Global Climate Partnership Fund Sa Sicav 70.00 2 AAV SARL SYMBIOTICS SINGAPORE PTE LTD 52.90

E. The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group-company, etc) on behalf of

whom it has been issued. (if any):

NIL

F. Details of Commercial Paper:

NIL

G. Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on June 30, 2020:

NIL

H. Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate

guarantee issued by the Company, in the past 5 years:

NIL



32

I. Details of any outstanding borrowings taken / debt securities issued where taken / issued

(i) for consideration other than cash, whether in whole or part, (ii) at a premium or

discount, or (iii) in pursuance of an option:

NIL

5.10 Details of Promoters of the Company:

A. Details of Promoter Holding in Company as on June 30, 2020:

Sr

N

o

Name of the

shareholders

Total No

of Equity

shares

No. of

shares in

Demat

form

Total

shareholdin

g as % of

total no of

equity

shares

No of

shares

Pledge

d

% of

shares

pledge

d with

respect

to

shares

owned

1 Mr. Shrikant

Pophale

1,467,867

1,467,867 6.51%

Nil Nil

2 Mrs Mugdha R

Kaskhediker 22,000 22,000 0.10%

Nil Nil

3 Ms. Shilpa

Pophale 31,500 31,500 0.14%

Nil Nil

4 Mrs. Priya A

Dharmadhikari 30,500 30,500 0.14%

Nil Nil

5 Mrs. Manisha S

Pophale 143,620 143,620 0.64%

Nil Nil

6 Mr. Sujit

Natekar

34,333 34,333 0.15%

Nil Nil

7 Mr. Adwait


Nil Nil

8 Mr. Rahul

Kaskhediker 33,834 33,834 0.15%

Nil Nil

9 Mr. Shashikant


Nil Nil

10 Mr.Adwait

Dharmadhikari

(HUF)

33,833 33,833 0.15%

Nil Nil

11 Mr. Sharad Natekar

jointly with Mr.

Sujit

Natekar

1,000 1,000 0.00%

Nil Nil

12 Mr. Sujit Natekar

(HUF) 500 500 0.00%

Nil Nil

13 Electronica Hi Tech

Machine Tool

Private Limited

100,000 100,000 0.44%

Nil Nil



33

14 Electronica

Industries Limited

10,517,12

5

10,517,12

5 46.67%

Nil Nil

15 Mugdha Investment

& Finance Private

Limited

9,547,120 9,547,120 42.37%

Nil Nil

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 least

last three years and auditor qualifications, if any.

Balance Sheet

Particulars As at

March 31,

2020

As at

March 31,

2019

As at

March 31,

2018

(Audited) (Audited) (Audited)

ASSETS

Financial Assets

Cash and cash equivalents 5,430.25 787.87 1,122.72

Bank balances other than cash and cash

equivalents 1,393.24 1,491.36 2,676.29

Loans 80,269.27 76,743.18 62,404.68

Investments 12.89 12.75 105.22

Other financial assets 742.54 773.27 1,296.12

Sub-total - Financial assets 87,848.19 79,808.43 67,605.03

Non financial assets

Current tax assets (net) 116.80 107.59 126.54

Deferred tax assets (net) 743.04 744.52 459.81

Investment property 116.85 119.00 32.67

Property, plant and equipment 6,506.98 4,077.77 4,268.49

Capital work in progress 96.60 1,570.77 574.57

Intangible assets 96.73 113.05 151.05

Other non financial assets 691.16 711.43 274.43

Sub-total - Non-financial assets 8,368.16 7,444.13 5,887.55

Total Assets 96,216.35 87,252.56 73,492.59

LIABILITIES AND EQUITY

Liabilities

Financial Liabilities

Debt securities 12,358.25 15,221.30 6,092.04

Borrowings (Other than debt securities) 52,701.81 38,477.02 36,811.85

Sub ordinated liabilities 896.72 2,740.82 3,055.98

Other financial liabilities 13,070.86 14,770.11 12,697.75

Sub-total - Financial liabilities 79,027.64 71,209.25 58,657.61



34

Non financial liabilities

Current tax liabilities (net) 546.99 840.20 937.25

Provisions 129.79 153.53 138.53

Other non financial liabilities 120.26 225.10 86.05

Sub-total - Non-financial liabilities 797.04 1,218.83 1,161.83

Equity

Equity share capital 2,253.46 2,253.46 2,253.46

Other equity 14,138.21 12,571.02 11,419.76

16,391.67 14,824.48 13,673.22

Total liabilities and equity 96,216.35 87,252.56 73,492.67

P&L

(Rs. in Lakhs)

Particulars Year ended

March 31,

2020

March 31,

2019

March 31,

2018

(Audited)

(Based on

INDAS)

(Audited)

(Based on

INDAS)

(Audited)

(Based on

IGAAP)

Revenue from operations

Interest income 14,708.82 12,676.10 12,492.34

Fees and commission income 609.24 699.11 990.79

Net gain on sale of financial assets at

amortised cost 295.96 156.90

1783.28

Sale of services 166.68 151.69

Recoveries of financial assets written

off 38.53 172.48

Net gain on fair value changes 757.31 339.99

Total revenue from operations 16,576.54 14,196.27 15,706.29

Other income 249.39 205.88 342.54

Total Revenue 16,825.93 14,402.15 16,048.83

Expenses

Finance costs 8,269.06 7,115.64 6,655.25

Impairment on financial instruments 850.83 1,090.47

Employee benefit expenses 3,425.84 2,811.74 2,931.07

Depreciation and amortisation

expenses 374.25 350.22

319.91

Other expenses 1,453.35 1,034.37 3,411.80

Total expenses 14,373.33 12,402.44 13,318.04

Profit before tax 2,452.60 1,999.71 2,730.79



35

Tax expense:

Current tax 698.24 901.03 1,296.89

Deferred tax 8.46 (283.61) (256.38)

Tax for previous year - 48.04 13.44

Total Tax expense 706.70 665.46 1,053.95

Profit for the period 1,745.90 1,334.25 1,676.84

Other comprehensive income (OCI)

Items that will not be reclassified to

profit or loss:

Remeasurement gains / (losses) on

defined benefit plans 27.76 3.80

-

Tax impact on above (6.99) (1.11) -

Total other comprehensive income 20.77 2.69 -

Total comprehensive income 1,725.13 1,331.56 1,676.84

The relevant information is furnished in Annexure IV of the Information Memorandum.

5.12 Abridged version of Latest Audited/ Limited Review Half Yearly Consolidated and

Standalone Financial Information (like Profit and Loss statement, Balance Sheet) and

auditors’ qualifications, if any:

Please refer to Clause 5.11 for the Balance sheet of the Financial Year ending as on March

31, 2020.

Particulars Half Year ended

March 31, 2020

(Audited)

Revenue from operations

Interest income 8,006.97

Fees and commission income 394.05

Net gain on sale of financial assets at amortised cost 229.60

Sale of services 68.96

Recoveries of financial assets written off 11.53

Net gain on fair value changes 757.31

Total revenue from operations 9,468.42

Other income 144.66

Total Revenue 9,613.08

Expenses

Finance costs 4,596.71

Impairment on financial instruments 558.28

Employee benefit expenses 1,772.48

Depreciation and amortisation expenses 201.45

Other expenses 836.04

Total expenses 7,964.95



36

Profit before tax 1,648.13

Tax expense:

Current tax 479.18

Deferred tax 25.02

Tax for previous year -

Total Tax expense 504.21

-

Profit for the period 1,143.92

Other comprehensive income (OCI)

Items that will not be reclassified to profit or loss:

Remeasurement gains / (losses) on defined benefit plans 27.76

Tax impact on above (6.99)

Total other comprehensive income 20.77

Total comprehensive income 1,123.15

Earnings per equity share

[Nominal value of share Rs. 10]

Basic EPS 5.08

Diluted EPS 4.37

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

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax

litigations resulting in material liabilities, corporate restructuring event etc) at the time

of Issue which may affect the issue or the Investor’s decision to invest / continue to invest

in the debt securities. -

NIL

5.14 Names of the Debentures Trustees and Consents thereof and copy of the consent letter

shall be disclosed -

The Debenture Trustee of the proposed Debentures is Catalyst Trusteeship Limited. Catalyst

Trusteeship Limited has given its written consent for its appointment as debenture trustee to

the Issue and inclusion of its name in the form and context in which it appears in this

Information Memorandum and in all the subsequent periodical communications sent to the

Debenture Holders. The consent letter from Debenture Trustee is provided in Annexure II

of this Information Memorandum.

5.15 Rating Rationale(s) adopted (not older than one year on the date of opening of the

Issue)/ credit rating letter issued (not older than one month on the date of opening of

the Issue).

The Rating Agency has assigned ratings of “IND A -” with “stable” outlook to the

Debentures. Instruments with this rating are considered to have adequate degree of safety

regarding timely servicing of financial obligations. Such instruments carry low credit risk.



37

5.16 If the security is backed by a guarantee or letter of comfort or any other document /

letter with similar intent, a copy of the same shall be disclosed. In case such document

does not contain detailed payment structure (procedure of invocation of guarantee and

receipt of payment by the investor along with timelines), the same shall be disclosed in

the offer document.

NA

5.17 Names of all the recognized stock exchanges where the debt securities are proposed to

be listed indicating the designated stock exchange:

The Debentures are proposed to be listed on the WDM segment of the BSE Limited. The

Issuer shall comply with the requirements of the listing agreement for debt securities to the

extent applicable to it on a continuous basis. The in-principle approval of the BSE has been

obtained in this regard.

5.18 Other details:

A. Debenture Redemption Reserve Creation:

As per Section 71 of the Act, any company that intends to issue debentures must create a

debenture redemption reserve to which adequate amounts shall be credited out of the profits

of the company until the redemption of the debentures. However, at present under the

Companies (Issuance of Share Capital and Debentures) Rules, 2014, non-banking financial

companies are exempt from this requirement in respect of privately placed debentures.

Pursuant to this exemption, the Company does not presently intend to create any reserve

funds for the redemption of the Debentures.

B. Issue / instrument specific regulations:

The Issue of Debentures shall be in conformity with the applicable provisions of the

Companies Act including the notified rules thereunder, the SEBI Debt Listing Regulations,

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 0 of this Information Memorandum.

5.19 Issue Details

Security Name 9.5% Electronica Finance Limited Debentures 2022

Issuer Electronica Finance Limited

Type of Instrument Non-Convertible Debentures

Nature of Instrument Secured Rated Listed Redeemable Transferable Non-Convertible

Debentures

Seniority Senior



38

Mode of Issue Private placement

Eligible/Identified

Investors

As provided in Clause 9.14 below

Listing (including

name of stock

Exchange(s) where it

will be listed and

timeline for listing)

The Debentures are proposed to be listed on the WDM segment of

the BSE within a maximum period of 15 (Fifteen) calendar days from

the Deemed Date of Allotment.

In case of delay in listing of the debt securities beyond 20 (Twenty)

calendar days from the Deemed Date of Allotment, the Issuer will

pay penal interest of 2% (Two Percent) over the Coupon Rate from

the expiry of 30 (Thirty) days from the Deemed Date of Allotment

till the listing of such Debentures

Rating of Instrument “IND A -”

Issue Size Rs. 35,00,00,000/- (Rupees Thirty Five Crores only).

Option to retain

oversubscription

N.A.

Objects of the Issue To raise senior secured debt to the extent upto Rs. 35,00,00,000/-

(Rupees Thirty Five Crores only).

Details of the

utilization of the

Proceeds

Issue proceeds will be utilized for following purposes:

General corporate purpose for the ordinary course of business

including repayment / refinancing of existing debt of the Issuer

Onward lending to Micro, Small & Medium Enterprises (MSME)

borrowers

Provided however, no part of the Issue proceeds would be utilized

directly/indirectly towards investment in equity capital markets or

land acquisition or any other purpose prohibited by applicable law.

Coupon Rate/Coupon 9.50% (Nine Decimal Point Five Zero Percent) per annum.

Step Up Coupon Rate /

Step Down Coupon

Rate

NA

Coupon Payment

Frequency

Annually

Coupon Payment Dates Kindly refer to Annexure V

Coupon Type Fixed

Coupon Reset Date NA

Coupon Reset Process

(including rates,

spread, effective date,

interest rate cap and

floor etc).

NA

Day Count Basis Actual/Actual

Interest on Application Interest on the Application Money will accrue at the Coupon Rate



39

Money

Default Interest Rate In the event of a payment default of the amounts due under this Issue

or any other Event of Default (whether by way of acceleration, at

maturity or otherwise), the Issuer shall pay penal interest of 2% (Two

Percent) per annum over and above the applicable Coupon Rate on

all the outstanding amount of the Debentures, calculated from the

date of the occurrence of the default until such default is cured or the

Debentures are redeemed pursuant to such default, as applicable.

Tenor 18 Months

Redemption Date/

Maturity Date

Kindly refer to Annexure V

Principal Payment

Date(s)

Bullet repayment and Principal Repayment Date is identified in

Annexure V

Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakh only) per Debenture.

Further, the aforesaid amount would be payable with the Coupon, the

Default Interest (if any), and other such costs, charges and expenses

if any, payable on the Due Date(s) under the Transaction Documents.

Redemption Premium/

Discount

N.A.

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture

Discount at which

security is issued and

the effective yield as a

result of such discount

N.A.

Put Option Date NA

Put Option Price NA

Call Option Date NA

Call Option Price NA

Put Notification Time NA

Call Notification Time NA

Face Value Rs 10,00,000/- (Rupees Ten Lakhs only) per Debenture

Minimum Application

size and in multiples of

1 thereafter

10 (Ten) Debentures

Issue Timing Issue Opening Date: July 20, 2020

Issue Closing Date: July 20, 2020

Pay-in Dates: July 21, 2020

Deemed Date of Allotment: July 21, 2020

Issuance mode of the

Instrument

Demat only

Trading mode of the

Instrument

Demat only

Settlement mode of the RTGS



40

Instrument

Depositories NSDL and CDSL

Business Days Means a day (other than a Saturday, Sunday or a ‘public holiday’ for

the purpose of Section 25 of the Negotiable Instruments Act, 1881

(26 of 1881)) on which banks are open for business in Mumbai.

Business Day

Convention

Subject to the SEBI circular bearing reference number CIR/IMD/DF-

1/122/2016 dated November 11, 2016 issued by SEBI, as modified,

amended or supplemented from time to time:

If any Coupon Payment Date or the Principal Payment Date or the

due date for the performance of any event falls on a day that is not a

Business Day, the payment shall be made on the immediately

succeeding Business Day.

If the Maturity Date (also being the last Coupon Payment Date and

the last Principal Payment Date) of the Debentures falls on a day that

is not a Business Day, the redemption proceeds shall be paid on the

immediately preceding Business Day.

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) Business Days prior to any

Due Date.



41

Security (Including

description, type of

security, type of

charge, likely date of

creation of security,

minimum security

cover, revaluation,

replacement of

security, interest to the

debenture holder over

and above the coupon

rate as specified in the

Trust Deed and

disclosed in the Offer

Document)

The Issue shall be secured by an exclusive first ranking charge by

way of hypothecation over specific loan receivables / book debts,

present and future, representing amounts due from the various

borrowers of the Company at all times to the extent equal to an

amount aggregating to the total outstanding in relation to the Issue

(“Secured Property”) created by the Issuer in favour of the

Debenture Trustee (for the benefit of the Debenture Holders) such

that the value of security shall be equal to 1.25 time the amount of

principal of the Debentures (“Asset Cover”). The Issuer undertake:

(a) to maintain the value of the Asset Cover at all times till the

obligations under the Issue are discharged;

(b) to create the security over the Secured Property by executing

a duly stamped deed of hypothecation (“Deed of

Hypothecation”) within a period of 60 (Sixty) Business Days

from the Deemed Date of Allotment.

(c) To perfect the security created over the Secured Property by

filing the relevant form with the Registrar of Companies

immediately and no later than 30 (Thirty) calendar days from

the date of execution of the Deed of Hypothecation.

(d) In the event of any fall in the Asset Cover, additional Secured

Property shall be taken in the manner as provided for in the

Deed of Hypothecation.

(e) To provide a list, on a monthly basis, of specific loan

receivables / identified book debt to the Debenture Trustee and

over Debenture Holders over which charge is created and

subsisting by way of hypothecation in favour of the Debenture

Trustee (for the benefit of the Debenture Holders) and

sufficient to maintain the Asset Cover (“Monthly Secured

Property Report”).

Transaction

Documents

The documents executed in relation to the issue of the Debentures

and the creation of the Security and shall include the Information

Memorandum, the Trustee Agreement, the Deed of Hypothecation,

the Debenture Trust Deed and any other document that may be

designated by the Debenture Trustee as a Transaction Document.

Conditions Precedent

to Disbursement

Following documents will be required to be submitted to the

Debenture Trustee as condition precedent to the issue of the

Debentures:

1. The Issuer to deliver to the Debenture Holders, a certified true

copy of the Issuer’s constitutional documents and Certificate of

Incorporation, as amended up-to-date;


copy of the resolution of the Board of Directors of the Issuer

authorizing the issue of Debentures as also execution of the

necessary documents in that behalf;


copy of the resolution of the shareholders of the Issuer under

Section 42 and Section 180(1)(c) of the Companies Act, 2013;

4. Consent letter from the Debenture Trustee conveying its consent

to act as the trustee for the benefit of the Debenture Holders;

5. Receipt of credit rating from the Rating Agency, assigning a



42

minimum rating of ‘A-’ to the Debentures;

6. Letter from BSE conveying its in-principle approval for listing of

the Debentures;

7. Issuance of the Information Memorandum and execution of the

Debenture Trustee Agreement and the Debenture Trust Deed;

8. Any other condition precedent as may be set out in the Debenture

Trust Deed.

Conditions Subsequent

to Disbursement

1. Completion of listing of Debentures on BSE within 15 (Fifteen)

calendar days from the Deemed Date of Allotment;

2. Creation of security within 60 (Sixty) Business Days from the

Deemed Date of Allotment;

3. Filing of the relevant forms with the Registrar of Companies

(“ROC”) for the perfection of charge over the Secured Property

within and no later 30 (Thirty) calendar days from the date of

execution of the Deed of Hypothecation;

4. Filing the return of allotment of securities under Form PAS-3 of

the Companies (Prospectus and Allotment of Securities) Rules,

2014 with the ROC within 15 (Fifteen) days from the Deemed

Date of Allotment;

5. Execution of the Deed of Hypothecation within 60 (Sixty)

calendar days from the Deemed Date of Allotment;

6. any other condition subsequent as may be set out in the Debenture

Trust Deed.

Events of Default (a) The occurrence of any one of the following events shall constitute

an “Event of Default” by the Company:

(b) Failure to pay any amount due in respect of Debentures including

any installment of Coupon (including Default Interest, if

applicable) or the principal amount of the Debentures, any other

monies including costs, charges, expenses incurred by the

Debenture Trustee, as and when the same shall have become due

and payable;

(c) Any information given by the Company in this Information

Memorandum or the Transaction Documents, and / or the

representations and warranties given by the Company under the

Transaction Documents is incorrect in any respect or is found to

be incorrect;

(d) If the Issuer is unable to or admits in writing its inability to pay

its debts as they mature or suspends making payment of any of its

debts, by reason of actual or anticipated financial difficulties or

proceedings for taking it into liquidation have been admitted by

any competent court or a moratorium or other protection from its

creditors is declared or imposed in respect of any indebtedness of

the Company;

(e) The occurrence of a Material Adverse Effect as determined by the

Debenture Trustee, acting solely on the instructions of the

Majority Debenture Holders.

(f) The Company, the promoter/s and/or any member of the

promoter group rescinds / repudiates or purports to rescind /

repudiate or evidences an intention to rescind / repudiate any of

the Transaction Documents to in whole or in part;



43

(g) Promoters or key management personnel of the Company is

declared willful defaulter;

(h) The Company shall have voluntarily or involuntarily become the

subject of proceedings under bankruptcy or insolvency law or

CDR proceedings including any corporate action, legal

proceedings or other procedure or step which has been taken

(including the making of an application, the presentation of a

petition, the filing or service of a notice or the passing of a

resolution), and such event is not cured within a period of 15 days;

(i) The Company has taken or suffered any action to be taken for its

reorganization, liquidation or dissolution;

(j) A receiver or liquidator, provisional liquidator, supervisor,

receiver, administrative receiver, administrator, compulsory

manager, trustee or other similar officer in respect of the

Company or any of its assets is appointed or allowed to be ap-

pointed of all or any part of the undertaking of the Company;

(k) Cross Default

(i) any Financial Indebtedness of the Company is not paid when

due and the applicable cure period has lapsed without the

Company remedying the same; or

(ii) any Financial Indebtedness of the Company is declared or

otherwise becomes due and payable before its specified maturity

as a result of an event of default

(l) All or a material part of the undertaking, assets, rights or revenues

of the Company are condemned, seized, nationalised,

expropriated or compulsorily acquired, or shall have assumed

custody or control of the business or operations of the Company,

or shall have taken any action for the dissolution of the Company,

or any action that would prevent the Company, their member, or

their officers from carrying on their business or operations or a

substantial part thereof, by or under the authority of any

Government or Government authority;

(m) Any material act of fraud, embezzlement, misstatement,

misappropriation or siphoning off of the Issuer / promoter funds

or revenues or any other act having a similar effect being

committed by the management or an officer of the Issuer

(n) The Company has taken or suffered to be taken any action for re-

organisation of its capital or any rearrangement, merger or

amalgamation without the prior written approval of the Debenture

Holders;

(o) Any Transaction Document once executed and delivered, ceases

to be in full force and effect or becomes unlawful, invalid or

unenforceable;

(p) A petition for the reorganization, arrangement, adjustment,

winding up or composition of debts of the Company is filed on

the Company (voluntary or otherwise) or have been admitted or

makes an assignment for the benefit of its creditors generally and



44

such proceeding is not contested by the company for staying,

quashing or dismissed within 15 (fifteen) days;

(q) The promoter/s and/or the directors of the Company are accused

of, charged with, arrested or convicted a criminal offence

involving moral turpitude, dishonesty or which otherwise

impinges on the integrity of the promoter/s and/or director,

including any accusations, charges and/or convictions of any

offence relating to bribery;

(r) It is or becomes unlawful for the Company to perform any of its

obligations under any Transaction Document;

(s) The Company is adjudged insolvent or takes advantage of any law

for the relief of insolvent debtors; and

(t) Any other event as may be identified in the Debenture Trust Deed.

Provisions related to

Cross Default Clause (i) any Financial Indebtedness of the Company is not paid when due

and the applicable cure period has lapsed without the Company

remedying the same; or

(ii) any Financial Indebtedness of the Company is declared or

otherwise becomes due and payable before its specified maturity as a

result of an event of default.

Role and

Responsibilities of

Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of

the Debenture Holders.

Covenants The Issuer shall until the Final Settlement Date comply with the

following:

(a) The Issuer shall maintained capital adequacy ratio of as stipulated

for NBFCs by RBI from time to time plus 1% at all times.

(b) The Company shall ensure that its Tier I capital is above 10% at

all times.

(c) The ratio of Gross NPA (less provisions on NPA) of the

Company to the aggregate principal value of all the loan assets of

the Company shall not exceed 7.50% . For the purpose of this

covenant ‘Gross NPA’ shall be arrived at as aggregate of the

outstanding principal value of the relevant loan assets of the

Company that has one or more instalments of principal/ interest

payments overdue for 90 days or more (or such other number of

days as stipulated by RBI from time to time, including

restructured loans but excluding loans that have been written off

by the Company).

(d) Total Debt (aggregate Financial Indebtedness of the Company)

to Equity ratio of the Company shall not exceed 6 times. For the

purpose of this covenant, ‘Equity’ shall mean issued and paid up

equity, compulsory convertible instruments and Preference Share

capital (+) all reserves (excluding revaluation reserves) (–) any

dividend declared (+) deferred tax liability (-) deferred tax asset

(-) intangibles (including but not restricted to brand valuation,

goodwill etc.) as per the latest audited financials of the Issuer.



45

(e) Write off by the Company in any Financial Year shall not be

greater than 5% of portfolio outstanding in that Financial Year.

(f) The Company shall provide consolidated financial statements at

the end of Financial Year and standalone financial statements at

the end of the financial half year of Issuer.

(g) The Issuer shall ensure that its net worth remains positive during

the term of the Debentures;

(h) The Issuer shall not declare any dividend, if an Event of Default

has occurred and is subsisting;

(i) The Issuer shall maintain its corporate existence and right to

carry on its business and operations and comply with all

Applicable Laws in all respects, at all times;

(j) The Issuer shall maintain internal control for the purpose of (i)

preventing fraud on monies lent by the Company; and (ii)

preventing money being used for money laundering or illegal

purposes; and

(k) The Issuer shall comply with such other covenants as may be set

out in the Debenture Trust Deed.

Illustration of Bond

Cashflows

Kindly refer to Annexure V of this Information Memorandum

Governing Law The Debentures and documentation will be governed by and

construed in accordance with the laws of India and the parties submit

to the exclusive jurisdiction of the courts in Mumbai.

Note:

1. The list of documents which has been executed or will be executed in connection with the issue

and subscription of debt securities shall be annexed.

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



46

SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required

to be made vide SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f.

25-05-16:

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

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

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

D. Name of the entity declared as a Wilful Defaulter: NA

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

F. Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed

decisions: NA

G. Any other disclosure as specified by the Board: NA



47

SECTION 7: DISCLOSURES UNDER THE COMPANIES ACT

FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER LETTER

(Pursuant to Section 42 and Rule 14(3) of Companies (Prospectus and Allotment of Securities)

Rules, 2014)

7.1 General Information:

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

registered office and the Corporate office:

Issuer / Company : Electronica Finance Limited

Registered Office : 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune

- 411004

Corporate Office 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune

- 411004

Telephone No. : 020-67290700

Contact Person : Khwahish Rawal

Email : [email protected], [email protected]

Website : https://www.efl.co.in

B. Date of Incorporation of the Company:

June 26, 1990

C. Business carried on by the Company and its subsidiaries with the details of branches or

units, if any:

The details of the business carried out by the Company is set out under Section 5.4 (a) above.

The Company does not have any subsidiaries. The list of branches of the Company are as

follows:

Sr. No. Branch Name Branch Address

1 AHMEDABAD

Office No 208, SANKALP Square -2, Nr Deluxe

Apartment, JALARAM Temple, Paldi, Ahmedabad-

380007 Gujarat (India)

2 ANAND

Office No. S-1 , 2nd Floor, Radhaswami Sumit,

Near Gopi Cinema, Anand - 388001, Gujarat

(India)

3 AURANGABAD

1st Floor ,Shop No 113 & 114 , Artha Complex ,

Kesarsingpura , Vevekanand College Road ,

Aurangabad - 431001 , Maharashtra (India)

mailto:[email protected]




48

4 BANGALORE

Unit F-1, No.1/4, 1st Floor, 10th Cross, 4th Main

Road, MC Layout, Vijayanagar, Bangalore-560040,

Karnataka (India)

5 BARODA

Office No.609,6th floor,Siddharth complex,R C

Dutt Road,Alkapuri, Baroda-390 005 ,Gujarat

(India)

6 BELGAUM

4th Floor ,“Kalashree Tower” CTS NO 1319/1B &

1320/2/1B Opp. Shagun Garden ,Khanapur Road

Brahmanagar ,Udyambag, Belgaum - 590014

,Karnataka (India)

7 BHIWADI

Unit No D-GF01 , Block D , Ground Floor ,Capital

Galleria , Plot No 812/CP-3 , RIICO Industrial Area

, Bhiwadi-301019

8 CHANDIGARH

SCO-12, Cabin No -03, First Floor, above MRF

Tyre Agency , Near Candy Hotel, Bulk Material

Market-Phase 11,Distt- Mohali -160062 , Punjab

(India)

9 CHENNAI - GUINDY

Flat –J, Third Floor, Nu-Tech Vikash , No .58 first

avenue Ashok Nagar, Chennai - 600083 ,Tamil

Nadu (India)

10 CHENNAI AMBATTUR No.1167, T V S Colony, Anna Nagar West

Extention , Chennai - 600101,Tamil Nadu (India)

11 CHENNAI PORUR 51 , Mount Poonammallee Salai , Porur , Tiruvallur

, Chennai 600116 ,Tamilnadu (India)

12 COIMBATORE

No : 33 A, T.V.Swamy Road (

East),R.S.Puram,Opp to Sathya

Agencies,Coimbatore - 641002 , Tamil Nadu (India)

13 DELHI Office No 706, 7th Floor, Vikram Tower, Rajendra

Place, Delhi- 110008 (India)

14 FARIDABAD . 5-E/56 B.P.,1st Floor ,New Industrial

Township,Faridabad 121001 , Haryana (India)

15 GURGAON

SCO No 100, 1st Floor , Sector - 10 A , Facing

HUDA MARKET,Gurgaon - 122001 , Haryana

(India)

16 HYDERABAD

Shop No #32, 33 and 34, SMR SARTAJ PLAZA,

Beside Oriental Bank of Commerce, Sikh Road,

Secunderabad-500 009 , Telangana (India)

17 INDORE

209, 2nd Floor, Pukhraj Corporate, Navlakha, Near

Navlakha Bus Stand, Indore-452 001 ,Madhya

Pradesh,(India)



49

18 JAIPUR

Unit No 410 ,4th Floor , Alankar Plaza , Central

Spine , Vidyadhar Nagar , Jaipur - 302023 ,

Rajasthan (India)

19 Audumbar Audumbar , Plot No 52/1A,Dr Ketkar Road ,

Erandwane , Pune 411004

20 KANPUR

404 – A, 4th Floor, Anand Tower, Near Rave Moti,

Big Bazar, 117/K/13, Sarvodaya Nagar, Kanpur –

208005, Uttar Pradesh (India)

21 KOLHAPUR

Office No 102, First Floor , Square Nine , S No

395/2 , Assembly Road , Shahupuri , Kolhapur –

416002 , Maharashtra (India)

22 KOLKATA

Unit No-604,Nanda Tower, 90 Phears Lane,6th

Floor

Poddar Court ,Kolkata-700012., WB (India)

23 LUDHIANA

Room No. 205, 2nd floor, Savitri Complex 1,Above

Dada Motors, G.T. Road, Dholewal Chowk,

Ludhiana - 141003 Punjab , (India)

24 MADURAI 2nd Floor ,A R Plaza ,16 North Veli Street ,

Madurai -625001 , Tamil Nadu (India)

25 MEHSANA

Office No.7 , 4th Floor , Orbit Complex , Near

Dena Bank , Radhanpur Road , Mehsana - 384002 ,

Gujarat (India)

26 MUMBAI GOREGAON

Unit No: 136, First Floor, Udyog Bhavan, Sonawala

Road, Goregaon-East Mumbai 400063 ,Maharashtra

(India)

27 NAGPUR

Shop No. 9, Rajat Tower, First Floor, Nr. Indora

Square , Kamptee Road, Nagpur - 440017 ,

Maharashtra (India)

28 NASHIK

110/111, Guru- Ashish Apartments, Opp. BSNL

office, Canada Corner, Nashik-422002 ,

Maharashtra,(India)

29 NAVSARI

Office No.118 , 1st Floor , Uma Darshan Arcade ,

JK Tower Greed Kabilpor , Navsari -396424 ,

Gujarat (India)

30 NOIDA

F-9 ,1st Floor , Local Shopping Complex, Mayur

Vihar , Phase -1,Opposite Pkt -1,Near ICICI BANK

ATM New Delhi-110091(India)

31 PEENYA

Unit F-1, No.1/4, 1st Floor, 10th Cross, 4th Main

Road, MC Layout, Vijayanagar, Bangalore-560040,

Karnataka (India)

32 PUNE

Shop No.16, 2nd floor, Mahalaxmi Heights, Near

Central Mall ,Morwadi, Pimpri, Pune-411018,

Maharashtra (India)



50

33 PUNE CHAKAN

2nd Floor , Plot No PAP-P-20, MIDC Chakan ,

Phase 3 ,Opp Volkswagon Dispatch Gate , At /

Post- Nighoje , Tal -Khed Dist- Pune, 410501,

34 PUNE CITY

810 Bilwakunj , 2nd Floor , Bhandarkar Road ,

Above IDEA Showroom, Pune 411004,

Maharashtra (India)

35 RAJKOT

Kings Plaza, Office No. 502, 5th floor ,Astron

Chowk, Sardar Nagar Main Road, Rajkot - 360001

, Gujarat (India)

36 SURAT

H/ No - 2/668/B-C, 3rd Floor, VAMA House, Near

Dhameliya Kidney Hospital, Udhana Darwaja,

Surat- 395002, Gujarat (India)

37 VASAI

No. 113, First floor, Dhuri Commerce Plaza Opp.

Vasai Railway Station, Navghar Vasai Road(E),

Thane - 401210 Maharashtra (India)

38 VASHI

Office No. 101, 1st Floor , Shristi Square ,Nr

Jalaram Park ,Above Bata Showroom , L.B.S.

Marg, Bhandup West, Mumbai - 400 078

Maharashtra (India)

39 VAPI

Office no. 19, Rajhansh Building ,2nd floor, Opp.

Govinda Complex, GIDC Char Rasta, Vapi –

396195 , Gujarat (India)

40 DEHGAM Office No.318 , 3rd Floor, Balmukund Square, Opp

Amin Society,Dehgam-382308, Gujarat (India)

41 HIMATNAGAR

FF-2, Rajkamal Heights, Vasant Vihar Society,

Sahkaari Jim Road , Himmatnagar - 383001,

Gujarat (India)

42 NADIAD Office No.402, 4th Floor, Center Square Complex,

Santram Road, Nadiad-387001 , Gujarat (India)

43 JAMNAGAR Shop No TF 328, Madhav Square, Limda Line

Circle, Jamnagar-361001, Gujarat (India)

44 PONDICHERRY No 26, 100 Feet Road, Natesan Nagar, Pondicherry

– 605005

45 SANGALI Office No.7 , 4th Floor , Orbit Complex , Near Dena

Bank , Radhanpur road , Mehsana 384002 , Gujrat

46 ANKLESHWAR

Ankleshwar (Bharuch) Branch:- Shop no- 336,

Shilpi Square, near sharavn chokdi, Bharuch,

Gujarat- 392001.



51

47 DHOLKA Shop No.104,Sai Elegance,Maflipur,Ta.Dholka,

Ahmedabad, Gujarat (India)

48 PALANPUR Shop No:- 6/1, First floor, Shanskrut Tower, Abu

highway, Palanpur, Dist:- Banaskantha, Gujarat

49 SURENDRANAGAR at Shop No.230,Mega Mall, Bus Stand

Road,Surendranagar, Gujarat

50 VALSAD Shop No.130,Suraj Mall, Parnera,Valsad, Gujarat

(India)

51 PATAN Office No. T-3,T-4 , 3rd Floor, Krushnam Plaza,

Opp. District Court, Patan, Gujarat

52 GANDHINAGAR FF-109, Shubh Business Park, Near Charedi Water

park, village- Pethapur, Gandhinagar.

53 GODHRA S/4, Gayatri Complex, Near Bhuravav Cross road,

Godhra, Dist.: Panch Mahal, Gujarat

54 KHAMBHALIA Office No. 2A, 2 Floor, Jay Dwarkesh Complex,

Old post office road, Jam Khambhaliya, Gujarat.

55 BHAVNAGAR

SF-202, 2nd Floor, Corporate Center, Opp.

Daxinamurti High School Vaghawadi Road,

Bhavnagar-364001

56 BOTAD 303, 3rd Floor, Royal Plaza Complex, Near

Mastram Mandir Road, Botad-364710.

57 GANDHIDHAM Office no:- 114, First Floor, Sector-8, Near Oslo

cinema, Gandhidham - 370201

58 KAPADVANJ F-F,105, A.K.Plaza, Modasa Road, Railway station

road, Kapdavanj, Dist- Kheda, Gujarat

59 KHAMBHAT B-14, Siddhasagar Complex, opp. Railway Station,

Khambhat, Dist. Anand, Gujarat-388580

60 LUNAWADA

Shop no-A1,Riya Complex, opp. Nagar palika

Community Hall, Near Satyanarayan Temple,

Lunawada, Dist. Mahisagar- 389230, Gujarat.

61 MORBI 1St Floor, 105, Kanak Complex, Near SF Gujarat

Housing Board, Shanala Road, Morbi, Gujarat

62 Halol 17, 1ST Floor, Chintamani Complex, Dahod road,

Halol, Panchmahal, Gujarat- 389350.

63 Ajmer 1st Floor, Amar Plaza, Near Bajarang gadh

Chauraha, Subhash Abhiyan Road, Ajmer- 305001

64 Beawar

3rd Floor, Siddhi Vinayak Complex, Highway

Colony Station Road, Beawar, Dist. Ajmer,

Rajasthan- 305901



52

65 Rajsamand

1ft Floor, 60 ft road, near akash ganga hero

showroom, City kankroli, P.O. Rajsamand,

Dist. Rajsamand- 313324

D. Brief particulars of the management of the Company:

The Company is run by board of directors and the details of the directors are set out in Clause

7.1 (E) below.

E. Name, address, DIN and occupations of the directors:

Name Designation DIN Address Occupatio

n

Ms. Shilpa

Pophale

Managing

Director

00182457 F 302, Devkunj Apartment, Final

Plot No. 89A, Prabhat Road.,

Erandawana. Pune 411004

Business

Mr. Sujit

Natekar

Additional

Director

(Non

Executive)

00182517 F 302, Devkunj Apartment, Final

Plot No. 89A, Prabhat Road.,

Erandawana. Pune 411004

Business

Mr.

Venkatesh

Srinivasan

Independen

t Director

02110770 21, Purushottam Nagar,

S.V.Road, Bandra (West),

Mumbai-400050, Maharashtra,

India

Professional

Mr.

Thallapaka

Venkatesw

ara Rao

Independen

t Director

05273533 Flat No 803, Silverlake Terrace

Apts, No. 167, Richmond Road,

Banglore-560025, Karnataka,

India

Professional

Mr. Milind

Limaye

Independen

t Director

00334854 2163 Flat no.-3, Ganesh Puram,

near Neelayam Theatre, Sadashiv

Peth Pune 411030

Business

F. Management perception of Risk Factors:

Please refer to Section 3 of this Information Memorandum.

G. Details of defaults, if any, including the amounts involved, duration of default, and

present status, in repayment of:

Sr.

No.

Particulars Default Amount

1. Statutory Dues Nil

2. Debenture and interest thereon Nil

3. Deposits and interest thereon Nil

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do






53

4. Loans from banks and financial institutions and interest

thereon Nil

H. Name, designation, address and phone number, email ID of the nodal / compliance

officer of the Company, if any, for the Issue:

Name of

Nodal/Compliance

officer

Designation Address Phone

No.

Email ID

Ms. Khwahish Rawal Company

Secretary

101/1, Erandawane

'Audumbar’, Dr.

Ketkar Road, Pune

411004

84110016

18

Khwahish.raw

[email protected]

Mr. Mayank Thatte Nodal

Officer

101/1, Erandawane

'Audumbar’, Dr.

Ketkar Road, Pune

411004

84110016

18

Mayank.

[email protected]

n

I. Any default in annual filing of the Company under the Companies Act, 2013, or the

rules made thereunder-

The company has not defaulted in annual filing under the Companies Act, 2013, or the rules

made thereunder

7.2 Particulars of the Offer:

Financial position of the Company for

the last 3 financial years

Please refer to Annexure IV of this Information

Memorandum.

Date of passing of Board Resolution Resolution passed by the Board of Directors of the

Issuer on 6th July, 2020

Copies of the said board resolutions are collectively

annexed hereto and marked as Annexure VI

Date of passing of resolution in

general meeting, authorizing the offer

of securities

The shareholders resolution under Section 42 of the Act

is dated September 30, 2019 and the resolution under

Section 180(1) (c) of the Act is dated September 29,

2018.

A copy of the said shareholders’ resolutions (under both

Section 42 and Section 180 of the Act) is collectively

annexed hereto and marked as Annexure VII

Kinds of securities offered (i.e.

whether share or debentures) and

class of security; the total number of

shares or other securities to be issued

Rated, Redeemable, Listed, Secured, Transferable Non-

Convertible Debentures

Price at which the security is being

offered, including premium, if any,

The Debentures are being issued at face value of Rs.

10,00,000/- (Rupees Ten Lakhs only) each at par.



54

along with justification of the price

The pricing of the Debentures has been arrived at on the

basis of prevailing market terms and conditions

Name and address of the valuer who

performed valuation of the security

offered, and basis on which the price

has been arrived at along with report

of the registered valuer

No valuation has been done with respect to the

Debentures as the Debentures represent debt obligations

of the Company, which will be repaid in full along with

applicable coupon in relation thereto.

Relevant date with reference to which

the price has been arrived at

N.A.

The class or classes of persons to

whom the allotment is proposed to be

made

Please refer to ‘Persons who may apply’ under Section

9 of this Information Memorandum

Intention of promoters, directors or

key managerial personnel to

subscribe to the offer (applicable in

case they intend to subscribe to the

offer) [not required in case of issue of

non- convertible debentures]

N.A.

The proposed time within which the

allotment shall be completed

Please refer to Cover Page

The names of the proposed allottees

and the percentage of post private

placement capital that may be held by

them

N.A.

The change in control, if any, in the

company that would occur

consequent to the private placement

N.A.

The number of persons to whom

allotment on preferential basis/

private placement / rights issue has

already been made during the year, in

terms of number of securities as well

as price

NIL

The justification for the allotment

proposed to be made for

consideration other than cash

together with valuation report of the

registered valuer.

N.A.

Amount, which the Company intends

to raise by way of proposed offer of

securities

Rs. 35,00,00,000/- (Rupees Thirty Five Crores only)

Terms of raising securities Duration, if applicable: 18 months

Coupon

9.50% (Nine & Half

Percent) per annum on the

date identified in Annexure

V



55

Mode of Payment RTGS, electronic fund

transfer or other permitted

mode

Mode of Repayment RTGS, electronic fund

transfer or other permitted

mode

Proposed time schedule for which the

offer letter is valid

Please refer to Cover Page

Purpose and objects of the Issue Issue proceeds will be utilized for following purposes:

General corporate purpose for the ordinary course

of business including repayment / refinancing of

existing debt of the Issuer

Onward lending to Micro, Small & Medium

Enterprises (MSME) borrowers

Provided however, no part of the Issue proceeds would

be utilized directly/indirectly towards investment in

equity capital markets or land acquisition or any other

purpose prohibited by applicable law.

Contribution being made by the

promoters or directors either as part

of the offer or separately in

furtherance of such objects

None

Principal terms of assets charged as

security, if applicable

Refer to Clause 5.19

The details of significant and material

orders passed by the Regulators,

Courts and Tribunals impacting the

going concern status of the company

and its future operations

NIL

The pre-issue and post-issue shareholding pattern of the Company in the following format:

There will be no change in shareholding pattern of the Company pursuant to the issue, as

non-convertible debentures are being issued in terms of this Information Memorandum.

Please find below the details:

Sl. No. Category

Pre-issue Post-issue

No. of

shares

held

Percentage of

shareholding

No. of

shares

held

Percentage of

shareholding

A Promoters’

holding

1 Indian

Individual 1799987 7.98 1799987 7.98

Bodies Corporate 20164245 89.48 20164245 89.48

Sub-total 21964232 97.46 21964232 97.46



56

2 Foreign

promoters 0 0 0 0

Sub-total (A) 21964232 97.46 21964232 97.46

B Non-promoters’

holding

1 Institutional

Investors 0 0 0 0

2 Non-Institutional

Investors 0 0 0 0

Private

Corporate Bodies 0 0 0 0

Directors and

relatives 0 0 0 0

Indian public 216180 0.96 216180 0.96

Others (including

Non-resident

Indians) 354233 1.57 354233 1.57

Sub-total (B) 570413 2.53 570413 2.53

Grand Total 22534645 100 22534645 100

7.3 Mode of payment for subscription:

1. Cheque;

2. Demand draft; and

3. Other banking channels, such as RTGS

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

Any financial or other

material interest of the

directors, promoters or

key managerial

personnel in the offer

and the effect of such

interest in so far as it is

different from the

interests of other

persons

Not applicable

Details of any

litigation or legal

action pending or

taken by any Ministry

or Department of the

Government or a

statutory authority

against any promoter

of the offeree

Not applicable



57

Company during the

last three years

immediately preceding

the year of the issue of

the private placement

offer cum application

letter and any direction

issued by such

Ministry or

Department or

statutory authority

upon conclusion of

such litigation or legal

action shall be

disclosed

Remuneration of

directors (during the

current year and last

three financial years)

Name of the

Director

Current

Year

FY

2019-20

(Rs. In

Crores.)

FY

2018-19

(Rs. In

Crores.)

FY

2017-18

(Rs. In

Crores.)

Shrikant

Raghunath

Pophale

The

renumeration

of the

director is

not been

finalized yet

0.28 0.42 0.42

Shilpa

Shrikant

Pophale

The

renumeration

of the

director is

not been

finalized yet

1.54 1.26 1.20

Mugdha

Rahul

Kaskhediker

The

renumeration

of the

director is

not been

finalized yet

0.03 0.09 0.09

Related party

transactions entered

during the last three

financial years


the year of issue of

private placement


letter including with

regard to loans made

or, guarantees given or

securities provided

Please refer to Annexure VIII for the related party transactions

for the financial years 2017, 2018 and 2019.



58

Summary of

reservations or

qualifications or

adverse remarks of

auditors in the last five

financial years



private placement


letter and of their

impact on the financial

statements and

financial position of

the Company and the

corrective steps taken

and proposed to be

taken by the Company

for each of the said

reservations or

qualifications or

adverse remark

NA

Details of any inquiry,

inspections or

investigations initiated

or conducted under the

Companies Act, 2013

or any previous

Company law in the

last three years



private placement


letter in the case of the

Company and all of its

subsidiaries, and if

there were any were

any prosecutions filed

(whether pending or

not), fines imposed,

compounding of

offences in the last

three years


the year of the private

placement offer cum

application letter and

if so, section-wise

details thereof for the

Company and all of its

subsidiaries

NA



59

Details of acts of

material frauds

committed against the

Company in the last

three years, if any, and

if so, the action taken

by the Company.

NA

7.5 Financial Position of the Company:

The capital structure of the Company:

The authorised,

issued,

subscribed and

paid up capital

(number of

securities,

description and

aggregate

nominal value)

For details in this regard, please refer to Section 5.5 (A) of this

Information Memorandum.

Size of the

Present Issue

350 Rated Listed Secured Redeemable Non-Convertible Debentures of

the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each,

aggregating up to Rs. 35,00,00,000/- (Rupees Thirty Five Crores Only)

on a private placement basis.

Paid-up Capital:

a. After the

offer:

b. After the

conversion

of

convertible

instrument

s (if

applicable)

:

Rs. 35,18,83,230/-

Rs. 35,18,83,230/-

Share Premium

Account:

a. Before the

offer:

b. After the

offer:

Nil

Nil

Details of the existing share capital of the Issuer:

The details of the existing share capital is provided in Clause 5.6 (A)



60

Number and

price at which

each of the

allotments were

made in the last

one year

preceding the

date of the

private

placement offer

cum application

letter separately

indicating the

allotments made

for

consideration

other than cash

and the details

of the

consideration in

each case

NIL

Profits of the

Company,

before and after

making

provision for

tax, for the three

financial years

immediately

preceding the

date of issue of

the private

placement offer

cum application

letter

(Rs. in Crores)

Particulars FY 2018 FY 2019 FY 2020

Profit before

Tax

27.31 20.00 24.53

Profit after

Tax

16.77 13.34 17.46

Dividends

declared by the

Company in

respect of the

said three

financial years;

interest

coverage ratio

for last three

years (cash

profit after tax

plus interest

paid/interest

paid)

(Rs. in Crores)

Particulars Rs. Rs. Rs.

FY 2018 FY 2019

FY 2020

Dividend

declared

1.91 1.91 0

Interest

coverage ratio

(on a

standalone

basis)

14.58% 13.88% 17.02%

A summary of

the financial

position of the

Please refer to Annexure IV of this Information Memorandum



61

Company as in

the three audited

balance sheets

immediately

preceding the

date of issue of

private

placement offer

cum application

letter

Audited Cash

Flow Statement

for the three

years

immediately

preceding the

date of issue of

private

placement offer

cum application

letter

Please refer to Annexure IV of this Information Memorandum

Any change in

accounting

policies during

the last three

years and their

effect on the

profits and the

reserves of the

Company

The Company has implemented INDAS for preparing accounts for

Financial Year 2019-2020.

The relevant information is furnished in Annexure IV of the

Information Memorandum.



62

SECTION 8: APPLICANT’S DETAILS

1. Name:

2. Father’s Name:

3. Complete address including flat/ house number/ street, locality, pin code:

4. Phone number, if any:

5. Email id, if any:

6. PAN:

7. Bank account details:

Signature of the Applicant

__________________________

Initial of the officer of the Company designated to keep the record

__________________________



63

DECLARATION

The Company and each of the directors of the Company hereby confirm and declare that:

a. the Company has complied with the provisions of the Act and the rules made thereunder,

including the compliances in relation to making a private placement of the Debentures;

b. the compliance with the Act and the rules does not imply that payment of dividend or interest

or repayment of Debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the Issue shall be used only for the purposes and objects indicated

in the Disclosure Document (offer letter);

I am authorized by the Board of Directors of the Company vide resolution number 3 dated July 06,

2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules

made thereunder in respect of the subject matter of this form and matters incidental thereto have been

complied with. Whatever is stated in this form and in the attachments thereto is true, correct and

complete and no information material to the subject matter of this Disclosure Document has been

suppressed or concealed and is as per the original records maintained by the promoters subscribing

to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly

and legibly attached to this form.

For Electronica Finance Limited

Designation: Chief Manager

Date: July 16, 2020

Place: Pune



64

SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the

Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum,

Application Form and other terms and conditions as may be incorporated in the Transaction

Documents.

9.1 Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled

to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The

Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of

the Act and other applicable laws. The Debentures held in dematerialized form shall be transferred

subject to and in accordance with the rules/procedures as prescribed by NSDL/ CDSL and the relevant

DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date.

In the absence of the same, amounts due will be paid/redemption will be made to the person, whose

name appears in the register of debenture holders maintained by the R&T Agent as on the Record

Date, under all circumstances. In cases where the transfer formalities have not been completed by the

transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not

with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form

shall be followed for transfer of these Debentures held in dematerialised form. The seller should give

delivery instructions containing details of the buyer’s DP account to his DP.

9.2 Debentures held in Dematerialised Form

The Debentures shall be held in dematerialised form and no action is required on the part of the

Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by

cheque/fund transfer/RTGS to those Debenture Holder(s) whose names appear on the list of

beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on

the Record Date fixed for the purpose of redemption. All such Debentures will be simultaneously

redeemed through appropriate corporate action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account

number, address, bank details and DP’s identification number will be given by the R&T Agent to the

Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by

EFT/RTGS to the bank account of the Debenture Holder(s) for redemption payments.

9.3 Trustee for the Debenture Holder(s)

The Issuer has appointed Catalyst Trusteeship Limited to act as trustee for the Debenture Holder(s).

The Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the

Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture

Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have

irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials

to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the

Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest

of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of

the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The



65

Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of

principal and coupon thereon and they will take necessary action, subject to and in accordance with

the Debenture Trustee Agreement and the Debenture Trust Deed, at the cost of the Issuer. No

Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee,

having become so bound to proceed, fails to do so. The Debenture Trustee Agreement and the

Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture

Holder(s) and the manner of enforcement thereof.

9.4 Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange,

share or part with any financial or other information about the Debenture Holder(s) available with the

Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus,

agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates

nor their agents shall be liable for use of the aforesaid information.

9.5 Debenture Holder not a Shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than

those available to them under applicable laws. The Debentures shall not confer upon the Debenture

Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the

shareholders of the Issuer.

9.6 Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Information

Memorandum which in the opinion of the Debenture Trustee is of a formal, minor or technical nature

or is to correct a manifest error.

Any other change or modification to the terms of the Debentures shall require approval by the

Majority Debenture Holders in the manner as provided for in the Debenture Trust Deed.

9.7 Right to accept or reject Applications

The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to

accept or reject any application for subscription to the Debentures, in part or in full, without assigning

any reason thereof.

9.8 Notices

Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holders through

registered post, recognized overnight courier service, hand delivery or by facsimile transmission

addressed to such Debenture Holder at its/his registered address, e-mail or facsimile number.

All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by

registered post, recognized overnight courier service, hand delivery, email or by facsimile

transmission to the Issuer or to such persons at such address/ facsimile number as may be notified by



66

the Issuer from time to time through suitable communication. All correspondence regarding the

Debentures should be marked “Private Placement of Debentures”.

Notice(s) shall be deemed to be effective (a) in the case of registered mail, 5 (Five) Business Days

after posting via certified or registered mail, return receipt requested; (b) 1 (One) Business Day after

delivery by recognized overnight courier service, if sent for next Business day delivery (c) in the case

of facsimile at the time when dispatched with a report confirming proper transmission; (d) in the case

of personal delivery, at the time of delivery or (e) or in case of e-mail at the time of the sending thereof

(provided no delivery failure notification is received by the sender within 24 hours of sending such

email).

9.9 Issue Procedure

Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the

Debentures by completing the Application Form in the prescribed format in block letters in English

as per the instructions contained therein. The minimum number of Debentures that can be applied for

and the multiples thereof shall be as set out in the clause 5.19. No application can be made for a

fraction of a Debenture. Application Forms should be duly completed in all respects and applications

not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of

account and account number must be duly completed by the applicant. This is required for the

applicant’s own safety and these details will be printed on the refund orders and /or redemptions

warrants.

The final subscription to the Debentures shall be made by the Eligible Investors through the electronic

book mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by

placing bids on the electronic book platform during the Issue period.

A. Application Procedure through electronic book process:

In order to be able to bid under the BSE electronic book platform, Eligible Investors must have

provided the requisite documents (including but not limited to know your customer) in accordance

with the SEBI Electronic Book Mechanism Guidelines. The Issuer is entitled at any time to require

an Eligible Investor to provide any know your customer or other documents as may be required to be

maintained by it or delivered to a third party by it in accordance with applicable laws. All Eligible

Investors are required to register themselves as a one-time exercise (if not already registered) with

the BSE electronic book platform for participating in electronic book building mechanism.

Eligible Investors should refer the operating guidelines for issuance of debt securities on private

placement basis through an electronic book mechanism as available on the website of BSE. Eligible

Investors will also have to complete the mandatory know your customer verification process.

The details of the Issue shall be entered on the BSE electronic book platform by the Issuer at least 2

(Two) Business Days prior to the Issue Opening Date, in accordance with the SEBI Electronic Book

Mechanism Guidelines. The Issue will be open for bidding for the duration of the bidding window

that would be communicated through the Issuer’s bidding announcement on the BSE EBP Platform,

at least 1 (one) Business Day before the start of the Issue Opening Date.



67

Some of the key guidelines in terms of the extant SEBI Electronic Book Mechanism Guidelines on

issuance of securities on private placement basis through an electronic book mechanism, are as

follows:

i. Modification of Bid: Eligible Investors may note that modification of bid is allowed during the

bidding period or window. However, in the last 10 minutes of the bidding period or window,

revision of bid is only allowed for upward revision of the bid amount placed or to improve the

coupon or yield by the Eligible Investor.

ii. Cancellation of Bid: Eligible Investors may note that cancellation of bid is allowed during the

bidding period or window. However, in the last 10 minutes of the bidding period or window, no

cancellation of bids is permitted.

iii. Multiple Bids: Bidders are permitted to place multiple bids on the BSE electronic book platform

in line with the SEBI Electronic Book Mechanism Guidelines.

iv. Manner of bidding: The Issue will be through closed bidding on the BSE electronic book

platform in line with the SEBI Electronic Book Mechanism Guidelines.

v. Manner of allotment: The allotment will be done on uniform yield basis in line with the SEBI

Electronic Book Mechanism Guidelines.

vi. Manner of settlement: Settlement of the Issue will be done through the clearing corporation.

vii. Settlement cycle: The process of pay-in of funds by investors and pay-out to Issuer will be done

on T+1 day, where T is the Issue Closing Date.

viii. Offer or Issue of executed Information Memorandum to successful Eligible Investors. The final

Information Memorandum will be issued to the successful Eligible Investors, who are required

to complete and submit the application form to the Issuer in order to accept the offer of

Debentures.

No person other than the successful Eligible Investors to whom the Information Memorandum has

been issued by the Issuer may apply for the Issue through the application forms received from a

person other than those specifically addressed will be invalid. However, Eligible Investors should

refer to the extant SEBI Electronic Book Mechanism Guidelines as prevailing on the date of the bid.

Withdrawal of Issue:

The Issuer may, at its discretion, withdraw the issue process on the conditions set out under the

operational guidelines of the BSE; provided that the Issuer shall accept or withdraw the issue on the

BSE electronic book platform within 1 (one) hour of the closing of the bidding window, and not later

than 6 pm on the Issue Closing Date. However, Eligible Investors should refer to the SEBI Electronic

Book Mechanism Guidelines as prevailing on the date of the bid. If the Issuer has withdrawn the

Issue, and the cut-off yield of the Issue is higher than the estimated cut-off yield disclosed to the BSE

electronic book platform, the estimated cut off yield shall be mandatorily disclosed by the BSE

electronic book platform to the Eligible Investors. The expression ‘estimated cut off yield’ means

yield so estimated by the Company, prior to opening of issue on the BSE electronic book platform.



68

The disclosure of estimated cut off yield by BSE electronic book platform to the Eligible Investors,

pursuant to closure of the Issue, shall be at the discretion of the Issuer.

Process flow of statement:

Successful bidders shall make pay-in of funds towards the allocation made to them, in the bank

account of the clearing corporation, the details whereof are as set out in paragraph 9.14 herein below,

on or before 10:30 A.M. on the Deemed Date of Allotment.

The fund pay-in by the successful bidders will be made only from the bank account(s), which have

been provided/updated in the electronic book mechanism system. Upon the transfer of funds into the

aforesaid account and the Issuer confirming its decision to proceed with the allotment of the

Debentures in favour of the Debenture Holder(s) to Indian Clearing Corporation Limited, the R&T

Agent shall provide the corporate action file along with all requisite documents to the Depositories

by 12:00 hours and subsequently, the pay-in funds shall be released into the following bank account

of the Issuer:

Beneficiary Name Electronica Finance Limited

Account No. 32425472974

Bank State Bank of India

Branch Industrial Finance Branch, Pune

Account Type Current Account

Branch Code 08966

IFSC Code SBIN0008966

9.10 Application Procedure

Eligible investors will be invited to subscribe by way of the Application Form prescribed in the

Information Memorandum during the period between the Issue Opening Date and the Issue Closing

Date (both dates inclusive). The Issuer reserves the right to change the Issue schedule including the

Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue

will be open for subscription during the banking hours on each day during the period covered by the

Issue Schedule.

9.11 Fictitious Application

All fictitious applications will be rejected.

9.12 Basis of Allotment

Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any

application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over

subscription, priority will be given to Investors in line with the SEBI Electronic Book Mechanism

Guidelines. The investors will be required to remit the funds as well as submit the duly completed

Application Form along with other necessary documents to Issuer by the Deemed Date of Allotment.

9.13 Payment Instructions



69

The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees

Ten Lakhs only) per Debenture is payable along with the making of an application.

All payments must be made through NEFT, RTGS, electronic fund transfer to Indian Clearing

Corporation Limited. The details for payments are mentioned herein below:

Beneficiary Name: INDIAN CLEARING CORPORATION LTD

Bank Account No. ICCLEB

IFSC CODE: ICIC0000106

Bank Name ICICI Bank

Branch Address:

ICICI BANK RPC OFFICE,VIDEOCON TOWERS, E-

1,JHANDEWALAN EXTENSION, NEAR DELHI PRESS, DELHI

110055



IFSC CODE: YESB0CMSNOC

Bank Name Yes Bank

Branch Address: Yes Bank Tower Ifc2 8th Floor Sb Marg Elphinstone Mumbai 400013



IFSC CODE: HDFC0000060

Bank Name HDFC Bank

Branch Address: Hdfc Bank Ltd Ground Floor Jehangir Building M G Road Fort Mumbai

Maharashtra 400001

9.14 Eligible Investors

The Persons to whom this Disclosure Document is being issued are the only persons eligible to apply

for this private placement of Debentures subject to fulfilling their respective investment norms/rules

and compliance with laws applicable to them by submitting all the relevant documents along with the

Application Form. The class of investors to whom this Disclosure Document is being issued are:

A. Mutual Funds

B. Non-banking financial companies

C. Corporates

D. Banks and Financial Institutions

E. Foreign Portfolio Investors (FPIs)

F. Foreign Institutional Investors (FIIs)

G. Qualified Foreign Investors (QFIs)

H. Insurance Companies

I. Any other person eligible to invest in these Debentures



70

All potential Investors are required to comply with the relevant regulations/guidelines applicable to

them for investing in this issue of Debentures.

Note: Participation by potential Investors in the Issue may be subject to statutory and/or regulatory

requirements applicable to them in connection with subscription to Indian securities by such

categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory

requirements applicable to them, including exchange controls and other requirements. Applicants

ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

9.15 Procedure for Applying for Dematerialised Facility

A. The applicant must have at least one beneficiary account with any of the DPs of NSDL/

CDSL prior to making the application.

B. The applicant must necessarily fill in the details (including the beneficiary account number

and DP - ID) appearing in the Application Form under the heading “Details for Issue of

Debentures in Electronic/Dematerialised Form”.

C. Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary

account(s) with the DP.

D. For subscribing to the Debentures, names in the Application Form should be identical to those

appearing in the details in the Depository. In case of joint holders, the names should

necessarily be in the same sequence as they appear in the account details maintained with the

DP.

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

Registrar and Transfer Agent to the Issue.

F. If incomplete/incorrect details are given under the heading “Details for Issue of Debentures

in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an

incomplete application and the same may be held liable for rejection at the sole discretion of

the Issuer.

G. For allotment of Debentures, the address, nomination details and other details of the applicant

as registered with his/her DP shall be used for all correspondence with the applicant. The

applicant is therefore responsible for the correctness of his/her demographic details given in

the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or

insufficient, the Issuer would not be liable for the losses, if any.

H. The redemption amount or other benefits would be paid to those Debenture Holders whose

names appear on the list of beneficial owners maintained by the R&T Agent as on the Record

Date. In case of those Debentures for which the beneficial owner is not identified in the

records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the

payment of the redemption amount or other benefits, until such time that the beneficial owner

is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption

amount and benefits will be paid to the beneficiaries, as identified.

9.16 Depository Arrangements



71

The Issuer shall make necessary arrangement with NSDL/CDSL for issue and holding of Debenture

in dematerialised form.

9.17 List of Beneficiaries

The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record

Date. This shall be the list, which will be used for payment or repayment of redemption monies.

9.18 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with

the names and specimen signature(s) of all the authorized signatories of the Investor and the tax

exemption certificate/document of the Investor, if any, must be lodged along with the submission of

the completed Application Form. Further modifications/additions in the power of attorney or

authority should be notified to the Issuer or to its agents or to such other person(s) at such other

address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a

certified true copy thereof along with memorandum and articles of association and/or bye-laws along

with other constitutional documents must be attached to the Application Form at the time of making

the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or

reject any application in whole or in part and in either case without assigning any reason thereto.

Names and specimen signatures of all the authorized signatories must also be lodged along with the

submission of the completed Application Form.

9.19 Procedure for application by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application must be

made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the

SEBI and such applications will not be treated as multiple application, provided that the application

made by the asset management company/trustee/custodian clearly indicated their intention as to the

scheme for which the application has been made.

The application forms duly filled shall clearly indicate the name of the concerned scheme for which

application is being made and must be accompanied by certified true copies of

A. SEBI registration certificate

B. Resolution authorizing investment and containing operating instructions

C. Specimen signature of authorized signatories

9.20 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. 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



72

9.21 Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the applicant

and the magnetic ink character reader code of the bank for the purpose of availing direct credit of

redemption amount and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.

9.22 Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator

or such other legal representative of the Debenture Holder(s) as having title to the Debenture(s).

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other

legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing

in the name of the concerned Debenture Holder on production of sufficient documentary proof and/or

an indemnity.

9.23 Mode of Payment

All payments must be made through EFT/RTGS as set out in the Application Form.

9.24 Effect of Holidays

In case any Coupon Payment Date falls on a day which is not a Business Day the payment to be made

on such Coupon Payment Date shall be made on the immediately succeeding Business Day. When

the Maturity Date (including the last Coupon Payment Date) falls on a day which is not a Business

Day, all payments to be made on the Maturity Date (including accrued Coupon), shall be made on

the immediately preceding Business Day.

9.25 Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-

enactment thereof will be deducted at source by the Company. For seeking TDS exemption/lower

rate of TDS, relevant certificate/document must be lodged by the Debenture Holder(s) at the office

of the R&T Agents of the Issuer at least 15 (Fifteen) calendar days before the relevant payment

becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest

on application money, should be submitted along with the Application Form.

If any payments under this issuance is subject to any tax deduction other than such amounts as are

required as per current regulations existing as on the date of the Debenture Trust Deed), including if

the Company shall be required legally to make any payment for tax from the interest/coupon payable

under the Issue, (“Tax Deduction”), the Company shall make such Tax Deduction as per Applicable

Law.

9.26 Letters of Allotment

Each of the Debenture Holders shall be issued proof of allotment of Debentures by way of a physical

letter of allotment, issued by the Company to the said Debenture Holders on the Deemed Date of

Allotment. On the completion of all statutory formalities and in no event later than 2 (Two) Business



73

Days from the Deemed Date of Allotment, such letter of allotment will be substituted and the

depository account of each of the Debenture Holders maintained with its corresponding depository

participant and mentioned in the Application Form shall be credited with the number of Debentures

allotted to such Debenture Holders in terms of the letter of allotment issued to it.

9.27 Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of

Allotment. The Deemed Date of Allotment for the Issue is July 21, 2020 by which date the Investors

would be intimated of allotment.

9.28 Record Date

The Record Date will be 7 (Seven) Busines Days prior to any Due Date.

9.29 Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be

dispatched 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 of

the application money relating to the Debentures in respect of which allotments have been made, the

R&T Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys

to the extent of such excess, if any.

9.30 Interest on Application Money

Interest shall be payable on all application monies received at the Coupon Rate net of Taxes from the

date of realization of the application monies by the Issuer until the Deemed Date of Allotment and

the same shall be paid to the relevant Investors within 7 (Seven) Business Days from the Deemed

Date of Allotment.

9.31 PAN Number

Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax

Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms

without PAN will be considered incomplete and are liable to be rejected.

9.32 Payment on Redemption

Payment on redemption will be made by way of cheque(s)/redemption warrant(s)/demand

draft(s)/credit through RTGS system/funds transfer in the name of the Debenture Holder(s) whose

names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record

Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on

maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture

Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/ CDSL

and accordingly the account of the Debenture Holder(s) with NSDL/ CDSL will be adjusted.



74

On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of

the Issuer shall stand extinguished.

Disclaimer: Please note that only those persons to whom this Information Memorandum has

been specifically addressed are eligible to apply. However, an application, even if complete in

all respects, is liable to be rejected without assigning any reason for the same. The list of

documents provided above is only indicative, and an investor is required to provide all those

documents / authorizations / information, which are likely to be required by the Issuer. The

Issuer may, but is not bound to revert to any investor for any additional documents /

information, and can accept or reject an application as it deems fit. Investment by investors

falling in the categories mentioned above are merely indicative and the 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 extant rules/regulations/ guidelines,

etc. governing or regulating their investments as applicable to them and the Issuer is not, in any

way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor,

neither is the Issuer required to check or confirm the same.



75

SECTION 10: DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guideline issued by SEBI

and other applicable laws have been complied with and no statement made in this Information

Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and

other applicable laws, as the case may be. The information contained in this Information

Memorandum is as applicable to privately placed debt securities and subject to information

available with the Issuer. The extent of disclosures made in the Information Memorandum is

consistent with disclosures permitted by regulatory authorities to the issue of securities made by

the companies in the past.

For Electronica Finance Limited

Authorised Signatory

Name: Akshay Sudame

Title: Chief Manager

Date: July 16, 2020



76

ANNEXURE I: RATING LETTER FROM THE RATING AGENCY

[ATTACHED SEPERATELY]



77

ANNEXURE II: CONSENT LETTER FROM THE DEBENTURE TRUSTEE




78

ANNEXURE III: APPLICATION FORM

ELECTRONICA FINANCE LIMITED

A public limited company incorporated under the Companies Act, 1956

Date of Incorporation: June 26, 1990

Registered Office: 101/1, Erandawane 'Audumbar’, Dr. Ketkar Road, Pune - 411004

Telephone No.: 020-67290759

Website: https://www.efl.co.in

DEBENTURE SERIES APPLICATION FORM SERIAL NO.

ISSUE OF UPTO [-] ([-]) SECURED RATED LISTED REDEEMABLE TRANSFERABLE

NON-CONVERTIBLE DEBENTURES OF ELECCTRONICA FINANCE LIMITED OF RS.

[-]/- (RUPEES [-] ONLY) EACH AGGREGATING UPTO RS. [-]/- (RUPEES [-] ONLY),

FULLY PAID UP FOR CASH AT PAR TO THE FACE VALUE

DEBENTURE SERIES APPLIED FOR:

Number of Debentures __ In words ___

Amount Rs. _/-_ in words Rupees _________________Crores only

DETAILS OF PAYMENT:

RTGS

No. _____________ Drawn on_____________________________________________

Funds transferred to Indian Clearing Corporation Limited

Dated ____________

Total Amount Enclosed

(In Figures) _____________ (In words) ______________________________________

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE




79

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

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

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

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk

Factors described in the Memorandum and have considered these in making our decision to apply.

We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Debentures.

We request you to please place our name(s) on the Register of Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

Applicant’s

Signature

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form.

Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account:

(Settlement by way of Cheque / Demand

Draft / Pay Order / Direct Credit / ECS /

NEFT/RTGS/other permitted mechanisms)



80

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Information Memorandum is

provided by the Issuer and the same has not been verified by any legal advisors to the Issuer and other

intermediaries and their agents and advisors associated with this Issue. We confirm that we have for

the purpose of investing in these Debentures carried out our own due diligence and made our own

decisions with respect to investment in these Debentures and have not relied on any representations

made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned

above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the

sequence of names as mentioned in the Application Form matches the sequence of name held with

our Depository Participant, iii) if the names of the Applicant in this application are not identical and

also not in the same order as the Beneficiary Account details with the above mentioned Depository

Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason

whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the

Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be suffered

by us including as to the returns on and/or the sale value of the Debentures and shall hold us harmless

in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent

investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein

and in this Information Memorandum to such Transferee. In the event of any Transferee (including

any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or

their behalf) we shall indemnify the Issuer and also hold the Issuer and each of such person harmless

in respect of any claim by any Transferee.

Applicant’s

Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

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

- ACKNOWLEDGMENT SLIP -

(To be filled in by Applicant) SERIAL NO.

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

Rs. _____________ on account of application of _____________________ Debenture



81



82

ANNEXURE IV: AUDITED FINANCIAL STATEMENTS




83

ANNEXURE V: INDICATIVE CASHFLOW SCHEDULE

Illustration of Bond Cash Flows

Company Electronica Finance Limited

Face Value (per security) Rs. 10,00,000/- (Rupees Ten Lakhs only)

Issue Date / Date of Allotment Issue Opening Date: July 20, 2020 Deemed Date of Allotment: July 21, 2020

Maturity Date January 20, 2022

Coupon Rate 9.50% (Nine Decimal Point Five Zero Percent) per

annum

Frequency of the Principal Payment with

specified dates

On the maturity i.e. on January 20, 2022

Frequency of the Coupon Payment with

specified dates

Coupon payable quarterly.

First Coupon on July 20, 2021 and subsequently on

the Maturity Date i.e. January 20, 2022 (subject to

adjustments for Business Day Convention).

Day Count Convention Actual / Actual

CASHFLOW SCHEDULE*

Cash Flows Coupon Accrual Date

Coupon Payment Date

No. of days in Coupon Period

Coupon Amount (in Rupees)

Principal Amount (in Rupees)

Settlement Date 20-07-20

Coupon 1 20-08-20 - -

Coupon 2 20-09-20 - -

Coupon 3 20-10-20 - -

Coupon 4 20-11-20 - -

Coupon 5 20-12-20 - -

Coupon 6 20-01-21 - -

Coupon 7 20-02-21 - -

Coupon 8 20-03-21 - -

Coupon 9 20-04-21 - -

Coupon 10 20-05-21 - -

Coupon 11 20-06-21 - -

Coupon 12 20-07-21 20-07-21 365 33,250,000 -

Coupon 13 20-08-21 - -

Coupon 14 20-09-21 - -

Coupon 15 20-10-21 - -

Coupon 16 20-11-21 - -

Coupon 17 20-12-21 - -

Coupon 18 20-01-22 20-01-22 184 16,761,644 350,000,000

* The cashflow scheduled provided is tentative and calculated from the Deemed Date of Allotment/pay- in date.

In case of change of the Deemed Date of Allotment/ pay-in date, the cashflow scheduled stand modified

accordingly.



84

ANNEXURE VI: COPIES OF BOARD RESOLUTIONS




85

ANNEXURE VII: COPIES OF SHAREHOLDERS’ RESOLUTIONS




86

ANNEXURE VIII: RELATED PARTY TRANSACTIONS


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